Sonic: Equestria Adventures
by Blaze Of Fury66
Summary: Tired of his defeats from Sonic the Hedgehog, the meniacal Dr. Eggman formulates the ultimate plan. By using a dangerous new force called Dark Energy, he vows to destroy the blue hedgehog once and for all. Along the way, he'll soon discover a new location to build his evil Eggman empire...Equestria. Will Sonic and the mane six be enough to stop this menace, or is Equestria doomed?
1. Eggman's Plan

Hey guys, just to clear something up, I'm not really a Brony. I'm just simply writing this story for all the fans of both Sonic The Hedgehog, and My Little Pony: Friendship Is Magic. Although I am a huge fan of Sonic, I have seen some episodes of MLP and did some research on it to write this fic. To be fair, the show is entertaining, and at most times very cute. But hey, it's nice to watch something that doesn't include violence every now and then isn't it? This is my first fic, and I hope you like it.

**Disclaimer: I don't own any of these franchises but Sonic The Hedgehog is the property and owned by SEGA. My Little Pony: Friendship Is Magic is the property of Hasbro and was created by Lauren Faust.**

Dr. Eggman was furious. After constantly meeting failure after failure to destroy his greatest enemy, Sonic The Hedgehog, Eggman slams his fist on the control panel as he's piloting his huge flying fortress: The Egg Carrier. He's accompanied by two dim-witted and clumsy robot assistants from the Sonic X series named Decoe and Bocoe. Decoe is tall, slim and gold, while Bocoe is short, fat and silver.

"I just can't believe this! Every plan, every robot, destroyed by that pesky hedgehog!" Eggman yelled.

"Don't worry Eggman, I don't think all your plans are a complete failure."

Eggman bashes Decoe on his forehead with a wrench.

"I'll turn you into scrap metal for saying that!" Eggman shouted.

While Decoe was rubbing his head from the pain, Bocoe looked at him.

"See, I told you he was in a bad mood."

"Shut up Bocoe!" Decoe said.

Bocoe tried to calm Eggman down. "Uh...Not to ruin your mood Dr. but we did manage to swipe the Chaos Emeralds away from Sonic and his friends during our last encounter."

"Yes, but we only managed to get five of them, Sonic and Shadow still have the other two." Eggman responds.

"But that's why I have a plan, one that not even Sonic can stop. It's foolproof!" Eggman said with a creepy grin on his face.

He then presses a button on his right armrest, his chair turns around as a small hatch opens in front of him, revealing a small but weird looking blaster with two beakers on top of it. Inside the beakers is a strange purple substance that's glowing.

"Not to be confused Dr. but I don't see how this can help us defeat Sonic..." Decoe said as he quickly covered his head with his arms. "Please don't hit me!"

"What you're looking at is my greatest invention, I call it, The Eggstractor. You see, thanks to Super Sonic for destroying Dark Gaia, I was able to construct this device in order to harness the remains of Gaia's Dark Energy. The energy itself is very radioactive, so touching it would be hazardous. Since Sonic and his friends are well known for only using the positive power of the Chaos Emeralds, I plan to inject this Dark Energy into the Chaos Emeralds, which will then fill them up with negative power. According to what I know, Sonic can't absorb too much negative power, otherwise he'll become weak. Weak enough for me to crush with my own bare hands!" Eggman said while feeling confident.

"That's brilliant Dr. Eggman!" Bocoe advised.

"But sadly, it's only my backup plan, just in case." Eggman said.

Decoe and Bocoe looked at eachother.

"B-But why?" Bocoe asked.

"As long as those fury freaks are out there, I won't be able to take over this world to build my own empire of Eggman Land. The Eggstractor will only come in handy when Sonic tries to get back the Chaos Emeralds. But don't worry, my real plan is this..." Eggman grinned. "...We shall find a new place, a new world to build our empire, without Sonic and his annoying friends to stop us."

Eggman quickly turned his chair back towards the control panel.

"Decoe and Bocoe...Surprise me!" Eggman smiled.

Decoe and Bocoe began to type in on the controls, a giant monitor pops up in front of them. The screen flickers as it tries to choose a destination. Finally...it chooses one.

"Dr. Eggman, look!" Decoe responds.

Dr. Eggman puts his thumb and index finger to his lips and pauses for a minute as he tries to pronounce the name of the new world.

"Hmm...Equestria!" Eggman pronounces.

"Sir, according to the radar, Equestria is populated by...Ponies?" Bocoe was completely confused. "Ponies of all types. Earth ponies, Unicorns, and Pegasus ponies."

"Oh-ho-ho-ho!" Eggman chuckled. "Ponies? What is this a joke?"

"Not at all sir." Decoe replied. "It says here that their guardian and leader is a princess named Celestia. Which seems less more of a threat than Sonic."

As all three of them laughed, Eggman took a slight pause.

"Hmm...It's a longshot, but it'll have to do. Activate the CC Beacon!" Eggman said.

The two robots looked at each other in confusion.

"CC Beacon?" Decoe asked.

"Chaos Control Beacon!" Eggman responded. "Now that we finally have some of the Chaos Emeralds, it's time to see what power they truly possess!"

"Activate!" Eggman shouted.

Immediately, the machine holding the Emeralds in place lit up and ran an electrical current to the five Chaos Emeralds, causing them to glow. They've captured the purple, silver, yellow, blue, and light blue Emeralds. Sonic and Shadow have the red, and green Emeralds. As the Egg Carrier lit up, it disappeared into a flash of light, warped through time and space, and headed straight for Equestria. With another bright flash, the Egg Carrier arrives at a city in the sky, called Cloudsdale. Their first sight of Equestria.

"So this is it?" Eggman questioned.

Bocoe answered. "Yes sir, this is the world of Equestria."

"Good, I can't wait to burn it to the ground. Ha-Ha-Ha-Ha!" Eggman laughed with an evil smile on his face.

**(End of scene)**

**To Be Continued... **


	2. New Friends In Danger Part 1

Hey guys. I have to split this chapter into two sections since it's really long. This one took me a while to finish, but I would love to see this as a plot for a video game or cartoon. The series will get more epic towards the middle so sit back and relax. And before anyone asks, I'm gonna end this series with a race between Sonic and Rainbow Dash to see who really is the fastest thing alive. But don't worry! Part 2 will be coming soon.

**Music starts: (Sonic Adventure 2 Battle: City Escape)**

We then cut to modern day Station Square, where we see a Blue Blur running down the streets at breakneck speed, quickly avoiding cars, and pedestrians. It was Sonic, Sonic The Hedgehog. Next to him we see a black hedgehog gliding down the streets matching the same speed as Sonic. It was his friend/enemy Shadow The Hedgehog. They were both looking around the entire city for Dr. Eggman and the Chaos Emeralds.

"I'll look up here Shadow!" Sonic quickly said as he ran straight up one of the tallest buildings in Station Square.

Shadow quickly pulled out the green Chaos Emerald as he yelled out.

"Chaos Control!"

In the blink of an eye, Shadow disappears. Then reappears on top of another skyscraper, across the street from Sonic.

"Shadow, Hey Shadow!" Sonic shouted. "Do you see anything yet?"

Shadow shakes his head.

"Damn!" Shadow snarled. "We need to find those Chaos Emeralds, so that I can rip Eggman's eyes from his sockets!"

A voice is heard from a distance. It was Tails, Sonic's closest friend and partner. He's a very intelligent fox and with the help of his two tails, he can fly and catch up to Sonic. Out of all his friends, Tails is the one who was always by his side during their many adventures throughout the years. Sonic loved him like a brother.

"Sonic, Shadow...wait up!" Tails shouted from the ground. "I think I found something!"

Sonic jumps off the roof of the building, Shadow does the same. Sonic landed safely on his feet, while Shadow lands on top of a parked car, crushing it instantly. The car alarm goes off.

"Woah... Nice landing Shadow!" Sonic said.

He turns to Tails.

"So what's up Tails?" Sonic asked.

Tails was holding an Emerald Tracker. A device that he made himself.

"It's saying there's a Chaos Emerald in this area. The signal is very strong!" The small fox replied.

Shadow couldn't believe that they're putting all their trust in Tails. He looked at him like he was stupid.

"Really Tails?" Shadow said with his eyes closed and arms crossed. "Then what do you call this?" Shadow aggressively pulls out the green Chaos Emerald.

"Uh-Uh, Chaos...Emerald?" Tails said. He had a steady voice, but his body was shaking. He thought Shadow would hurt him for wasting his time.

"Hey, take it easy Shadow." Sonic said as he tried to calm the black hedgehog down. Sonic looks around. "Anybody seen Knuckles?"

Knuckles then punches his way through the concrete sidewalk using the shovel claws. Knuckles is a red Echidna, probably the last of his kind. He's a fast digger, a very strong fighter, and can glide through the air. For some reason, he dedicates his life and time to defend the Master Emerald that resides on Angel Island. With it's power, the island can float in mid-air. But there were times where he failed to protect it, one of them was when the Emerald was completely shattered by a liquified creature known as Chaos. Knuckles swore that it will never happen again after he sensed their presence, collected all the shards, and put it back together again. Knuckles was searching underground for the Chaos Emeralds, but so far, found nothing.

"Anything Knuckles?" Sonic asked as he approached him.

"Sorry Sonic, no luck!" Knuckles responds with a depressed tone in his voice. Eventually, Knuckles became very upset. "I just can't believe we fell for one of Eggman's dumbest plans!" Knuckles yelled. "He distracted us with those stupid Egg Pawn robots for us to smash up on Angel Island, while those two tin cans Decoe and Bocoe just sneaked up behind us, and snatched the Chaos Emeralds!"

"No sweat Knuckles! At least me and Shadow were able to get two of them back when those morons dropped them as they ran away. Eggman hasn't won yet, we'll get those Emeralds back!" Sonic encouraged him.

After that, another one of Sonic's friends showed up. It was Cream The Rabbit and her pet Chao Cheese. She was carefully flying above the city searching for the Emeralds. She gently lands on her feet.

"Um-I'm sorry Mr. Sonic, but me and Cheese didn't find anything either." Cream said in a light voice.

"Chao! Chao!" Cheese responded.

"Hey guys, look at this!" Tails shouted as everyone regrouped with him.

"I think the Emerald Tracker found something. But the signal is very weak. Either Eggman took them far away from here, or he's no longer in our world!" Tails replied.

"Um, is that possible Mr. Sonic?" Cream asked.

Sonic pondered for a while. "Here Tails, scan this." He pulls out the red Chaos Emerald and gives it to Tails.

"Huh, that's odd!" Tails pondered. "The Tracker's going haywire, maybe it's losing the signal or unable to detect the nearest Chaos Energy."

"Then there's only one way to find them!" Knuckles said.

"Right, We need to..." Before Sonic could finish his sentence, he was interrupted by a random voice calling his name.

"Sonic, Oh Sonic!" It was Amy Rose. A pink hedgehog wearing a red dress and red boots. Her goal in life is to win Sonic's heart. A goal that will probably never happen.

"Oh no!" Sonic responds as he exhales a big breath of air. As soon as he turns around Amy hugs him from behind.

"What do you want Amy? We're busy!" Sonic snarled.

"I want to help you find the Chaos Emeralds." Amy smiled.

"Well, you came just in time." Sonic said. He moves away from her and walks towards Knuckles and Shadow. Amy looked confused.

Knuckles, Sonic, and Shadow looked at each other. They nod their heads as they stood in a circle, and closed their eyes.

It was quiet for a while as all three of them tried to sense the Emeralds presence. Just like Tails said, the signal was very week. It felt like they were taken to a far away land. But then...they sensed it.

"Got it!" All three of them replied at the same time.

"Guys we found them, let's go!" Sonic announced. Immediately all his friends surrounded Shadow as he pulled out the green Chaos Emerald and said.

"Chaos Control!"

**(End of scene)**

Meanwhile...back at the Egg Carrier, it's nighttime in Equestria. Dr. Eggman walks up and grabs one of the Chaos Emeralds, while Decoe and Bocoe steer the Egg Carrier. "Hmm, I think I'll inject the Chaos Emeralds now!" Eggman muttered with a smile. He's holding the Eggstractor in his other hand as he chooses which Emerald to test out first. He grabs the blue one.

Decoe and Bocoe were suppose to be watching where they were going, but distract themselves as they look at each other. "Do you really think this plan of his will work?" Bocoe asked.

"I hope so. If it doesn't, who do you think he's gonna take it out on?" Decoe answered.

"Yeah, I don't want him to get the wrench again!" Bocoe feared. "But you know, I'm surprised that we didn't get any of the ponies attention. You think they would notice a giant flying fortress hovering over their land."

"Maybe they're all busy preparing for something else?" Decoe suggested.

When they looked back at the front window, they noticed the Egg Carrier was about to crash into a mountain that was hiding behind the clouds.

"WAAAAAAAAHHHH!" Decoe And Bocoe screamed.

They quickly made a sharp turn to the left. The sudden turn made Eggman lose his balance as he accidently drops the blue Chaos Emerald out the window.

"Nooooooooooooo!" Eggman screamed. He tried to grab it, but helplessly watches as it plummets to the ground. Eggman was pissed, his face turned red, and steam blew out his ears.

Of course, he grabs the wrench.

"Not in the face! Not in the face!" Decoe and Bocoe screamed.

As we hear the clanging of metal inside Eggman's Carrier, we then cut to Rarity's house at the Carousel Boutique. She was busy putting the finishing touches on her dress. Apparently, Decoe was right about tonight, because all the ponies in Equestria were getting ready for an event called The Grand Galloping Gala. A royal ball held in Canterlot. Everypony was invited, both male and female, as Princess Celestia and her sister Princess Luna would be the guests of honor. Rarity was working hard but seemed nervous.

"Oh, no matter what I do it just feels like there's something missing." Rarity muttered to herself.

Her best friends couldn't wait for tonight. Twilight Sparkle, Fluttershy, Rainbow Dash, Applejack, and Pinkie Pie, were all wearing the dresses that she made for them as they head out the front door.

"Aren't you coming Rarity?" Twilight asked.

Rarity responds to the purple unicorn. "In a minute Twilight, I've just got to find the center piece for my dress!"

Twilight giggled. "Just make sure you don't take too long okay Rarity? Our carriage is waiting outside!"

When Twilight leaves, Rarity hears a small thud on her roof as it rolled down and fell to the floor outside. Rarity walked outside and saw something that's she's never seen before. A beautiful blue gem, the Chaos Emerald that Eggman dropped. She gazed at it's beauty, as her eyes sparkled. She noticed the glowing aura of the Emerald as if it was calling out to her.

"HUH, That's it!" Rarity gasped. "Oh it's so beautiful! It even matches my cutie mark!"

She quickly used her magic to turn the Emerald into a necklace.

"Wait up girls!" Rarity shouted, she ran outside to catch up with them.

Her friends glanced at the mysterious gem that was so passionate to their eyes.

"Wow Rarity, what an awesome diamond!" Rainbow Dash said.

"Thank you Dash. I am quite proud of it!" Rarity was feeling confident, but showing off.

Twilight took a closer look at it. "Hmm, where did you find it? It doesn't look like any gem I've ever seen."

Rarity hesitated as she tried to think of a good excuse. "Oh you know, just...something I had lying around."

The girls boarded the carriage with their friend Spike, and were on their way to the Galloping Gala.

**(End of scene)**

Sonic and his friends all warped together and ended up in Equestria. They appeared on top of a large grassy field, further down they could see a forest, followed by a small town called Ponyville. At first they thought they transported back to Mobius, but it was unlike anthing they've ever seen before. Everyone looked around in confusion and paused for a minute, admiring it's unique style of beauty and nature. And all of a sudden why it's nighttime here, since it was daytime in Station Square. Even the clouds were different. And if that wasn't enough, to the corner of their eyes was Cloudsdale. A strange but somewhat astonishing city in the clouds. This definitely wasn't Mobius, it was a place completely new.

Sonic couldn't believe his eyes. "Woah...W-Where are we? W-What is this place?"

"Could this be the place Eggman transported to?" Knuckles asked.

"Bad news Sonic, the Emerald Tracker is completely busted." Tails smacks his fist on the screen when it malfunctions. He then shouted as he pointed up. "Sonic look!"

They spotted the Egg Carrier as it was passing by a place called The Everfree Forest.

"I hope that answers your question Knuckles." Sonic said.

"Good, now we can finally get those Chaos Emeralds back!" Shadow added.

While chasing the Egg Carrier at supersonic speed, they can see random fireworks in the sky. Sonic was curious. "Something big must be happening in this place. We better check it out!"

Knuckles advised. "Careful Sonic, we don't know what's out there!"

**(End of scene) **

We're now back in the Egg Carrier. Decoe and Bocoe were pretty banged up and dented. Eggman speaks. "Did you find the Chaos Emerald yet?"

Decoe responds as he noticed the fireworks. "Not yet sir. But it looks like there's something going on."

"It's called the Grand Galloping Gala!" Bocoe said.

"Will Princess Celestia be making an appearance?" Eggman asked.

"Yes sir, according to this, she's one of the guests of honor." Decoe advised as they read the monitors.

"Who's the other?" Eggman asked.

"Her sister, Princess Luna!" Decoe responds.

"Excellent! We can kill two birds with one stone!" Eggman said. "We don't have an invitation, so I guess we'll have to crash the party!"

"Before we do this, is there anything that these ponies can use to defend themselves with?" Eggman asked.

"Well according to this..." Bocoe advised. "...Princess Celestia has control of these magical artifacts called The Elements of Harmony. Which can be used to defeat any threat. In fact, it's the most powerful magic in Equestria."

"Well then, I guess we'll just have to take them from her!" Eggman said.

"How do you suppose we do that Dr.?" Decoe asked.

Eggman grinned. "Heh-Heh-Heh-Heh. Prepare the Egg Drones!"

After spotting the huge castle that the Galloping Gala was being held at, Eggman spoke.

"That must be it! Full speed ahead!" Eggman screamed.

"Yes Dr. Eggman!" The two robots replied.

**(End of scene)**

Can Sonic and his friends reach the Galloping Gala in time to save Princess Celestia from Dr. Eggman? Stay tuned for Part 2.

**To Be Continued...**


	3. New Friends In Danger Part 2

Here's Part 2. Enjoy.

Twilight and her friends arrived at the Gala, as Pinkie Pie jumped out of the carriage in excitement. "We're Here! We're Here! We're Here!" Pinkie said as she hopped around.

"Wow, just look at the size of this place!" Spike said to Twilight.

The group took a minute to admire how miraculous it was, until they were distracted by Rainbow Dash.

"Look it's The Wonderbolts!" Rainbow Dash smiled as she points to the sky with her hoof. Her eyes glisten when she imagines herself flying up there with them.

The Wonderbolts were performing a spectacular air show for the guests. All the ponies watched in amazement, it was a breathtaking way to start the night. After the air show, Spike and the girls went into the palace where they saw ponies dancing to the four-pony orchestra.

"Oh, it's so wonderful." Fluttershy said.

Pinkie Pie gasped. "HUH, Candy!" She hops to the entree table.

"Hold on there sugar cube!" Applejack grabs Pinkie's tail with her mouth. "Princess Celestia's gonna be here any minute!"

Upstairs in the Central Hall, Celestia and Luna were about to make their appearance to greet everyone, when Luna has a vision. As she closes her eyes, she sees a disturbing image of a huge fire that engulfs all of Equestria. She then sees a giant robot, something that she's never seen before, as it emerges from the flames, grabs The Elements of Harmony with it's giant hands, and crushes them.

"Luna, Luna, are you alright?" Celestia asked.

Luna quickly opens her eyes. "I'm...I'm fine." She responds with a steady tone in her voice.

As soon as Celestia's guards blew their horns, the four-pony orchestra stopped playing as everyone else turned to the stairs.

"Presenting Princess Celestia, and Princess Luna!" The guard said.

Celestia spoke. "Thank you all for coming. We have gathered you all here today, to present a reward for six of my most wonderful, and courageous students. Not only have they defeated Discord..." as soon as she said that, Twilight and her friends looked at each other in complete shock.

Celestia continued. "...But they have proven to us, that one day, they can become the true guardians for all Equestria!" She uses the magic from her horn to lift up a magic box. Inside, were The Elements of Harmony.

"Twilight Sparkle, Rainbow Dash, Fluttershy, Applejack, Pinkie Pie, and Rarity! Please, step up here!" Celestia announced.

Everyone looked at Twilight and her friends as they ascend the staircase. When Celestia presents them with The Elements of Harmony, the girls start to tear up as every pony cheers for them. Outside the Gala, Eggman's Carrier has reached it's destination, while Sonic and his friends are right behind it.

Cream was flapping her ears to catch up with Sonic as she noticed the cannons on the Egg Carrier were changing directions. They were about to open fire on the Gala. "Mr. Sonic, look!" She screamed.

Sonic panicked. "Uh-Oh, Eggman's about to attack. C'mon let's hurry!"

With Knuckles, Amy, Cream, and Tails right behind them, Sonic and Shadow quickly boost to accelerate as they finally arrived at the Gala. The first pony that spotted them was a blue unicorn wearing a sorcerer's hat and cape named Trixie. She was walking to the Gala with a gray Pegasus pony who happened to be cross-eyed, named Derpy.

"Was that a hedgehog?" Trixie asked.

While Sonic and his friends ran passed them, Sonic quickly turned his head and saw Trixie. "Was that a pony?" Sonic asked in complete confusion as he looks back at Shadow.

Back in the palace, as the ponies continued to cheer for Twilight and the others, they were rudely interrupted when the whole place began to shake.

**Music starts: (Sonic The Hedgehog 2006: Dr. Eggman's Theme)**

The Egg Carrier launched it's missiles everywhere, and fires it's cannons on the unsuspecting ponies. As they hear and see the explosions outside, the impact causes the glass windows to shatter as every pony starts to panic by running away and screaming. Suddenly, the roof of the palace blows up as Twilight and the others scream. Debris begins to fall everywhere, as one giant piece crushes the entree table.

"Our food!" Pinkie Pie cried.

Just then, the four-pony orchestra moves away from the stage as a giant chandelier falls and smashes their instruments.

"Our music!" Rarity gasped.

For his safety, Twilight told Spike to quickly run outside and wait for them.

Celestia tries to keep them under control. "Girls, get behind me!" She shouted.

When they first laid their eyes on the Egg Carrier, the main hatch opens up, and a swarm of Egg Drones drop down below with their weapons drawn of both machine guns and Ion Blasters. Completely circling Celestia and her students. The girls panicked for a bit, as they noticed that they were surrounded. Immediately after, Eggman descends from his Carrier, and arrives inside his portable Egg Mobile. Once he was in eye level with Princess Celestia, Eggman begins to speak.

"It's an honor to finally meet you, Princess Celestia!"

"Who are you? And how do you know my name?" Celestia questioned him.

"Allow me to properly introduce myself. I am Dr. Eggman, your new leader! And I've come here to obtain the magical artifacts of unbelievable power...The Elements of Harmony!" He then notices the Chaos Emerald around Rarity's neck as he points to it. "And that Chaos Emerald!"

"You evil brute, I found this gem fair and square! There's no way I would just hand it over to someone with such lower class!" Rarity yelled.

Eggman replies. "You can refuse if you want, but anyone who doesn't obey, will result in immediate termination!" The Egg Drones cock their weapons which gets Rarity's attention. "Now pony, this way please." He lowers his arm demanding her to give him the Emerald.

"Pony?...I am a lady, and I wish to be addressed as such!" Rarity said.

"Enough!" Eggman yelled. "If you won't give me that Chaos Emerald, and The Elements of Harmony, then I'll just have to pry them from your cold, dead hooves!"

"Don't count on it baldy!" Rainbow Dash shouted as she prepared herself for battle.

Before Celestia or Twilight can come up with a plan, they felt a slight breeze when a mysterious Blue Blur began circling around them like a cyclone with lightning speed.

"What in tarnation?" Applejack said as the Blue Blur suddenly came to a stop.

**Music starts: (Sonic The Hedgehog 2006: Sonic Appears) **

"Not so fast Eggman!" Sonic shouted.

Eggman was shocked. "What...N-No...T-That's impossible! You can't be here!"

Knuckles smashes through the door with Tails right next to him, while Shadow used Chaos Control to warp himself into the hall with Amy, Cream, and Cheese.

Eggman was speechless. "What's the matter Eggman? You look like you've just seen a ghost!" Sonic said.

The girls took a look at Sonic as he turned his head around and smiled at them. At first, they were unsure of what he was.

"Is that a porcupine?" Rainbow asked.

"No, I think it's a hedgehog." Fluttershy said.

"But he's too big to be a hedgehog!" Twilight said.

"If you don't mind me asking sir, just who are you?" Celestia questioned.

"There's no time for that now, you girls have got to get out of here." Sonic announced.

The Egg Drones aimed their weapons at Sonic. "BLAST HIM!" Eggman shouted.

The robots opened fire, but Sonic was too quick for them. He jumped high in the air to avoid their shots, with a smirk on his face. Sonic used his homing attack to take them out one by one, so fast that even Rainbow Dash was amazed with his speed. She's never seen a hedgehog move so fast before. Knuckles began to uppercut them using his shovel claws as he destroyed some on impact. He then lunged himself towards one of them and viciously kept bashing it's face in until it exploded. Shadow jumped over one of them as they opened fire on him too, he quickly dodged their shots and grabbed one by the neck, hurling it into another.

"Hm, get out of my way! You spineless scrap metal!" Shadow said.

Using his warp technique, Shadow was able to get multiple strikes on different robots that exploded when he snapped his fingers. He also grabbed two of them and warped into the air, slamming one to the ground, then throwing one into the wall, killing it completely. Tails, Amy, and Cream joined the fight too. Amy pulled out her Piko Piko Hammer, and started smashing them, destroying them instantly. "Ha, take that you stupid robots. No one tries to hurt my Sonic!" Amy shouted.

Cheese was using himself as a weapon to protect Cream, he used his sudden burst of speed to penetrate through any robot that Cream wants him to destroy. Tails ran and slid in between their legs, catching them by surprise as they turned around. He used his two tails to snatch one of their weapons, and began shooting at multiple drones with the Ion Blaster. "C'mon girls we should help them!" Twilight said as her friends joined in.

"Aaaawwww yeah!" Rainbow Dash spread her wings and took flight. The Egg Drones targeted her, and tried to shoot her down. "Let's see what you chrome domes are made of." With her incredible flight speed, Dash used herself as a battering ram and destroyed multiple Drones on impact. Sonic watched and was completely amazed. So much speed in such a little pony.

"Woah!" Sonic gasped.

Twilight and Rarity used their magic as they both fired powerful energy beams from their horns. Facing back to back, they destroyed a swarm of them as they were surrounded. Rarity also used her magic to lift up the robots and make them crash into each other. Applejack knew this special kick that she only uses when she's working on the farm to get apples down from a tree. She kicked the robots hard enough that they fell to the floor, she also used her lasso to trip them up. Pinkie Pie hopped around, making it very hard for the robots the get an accurate shot, she thought she was just playing a game of tag with them. She then hops on some of their heads as she laughs.

"Boingy...Boingy...Boingy!...This is fun!" Pinkie said with a smile. The robots tried blasting her, but ended up blasting themselves instead. And of course, Fluttershy didn't want to fight, instead, she tried talking to one of them.

"Um...E-E-Excuse me...sir?" The robot aims it's gun at her and fires a missile. Fluttershy just screams as it chases her. Shadow quickly moves in and saves her by kicking the missile back to the robot, destroying it.

"Um...T-Thank you!" Fluttershy said in a sweet voice. Shadow just looked at her with his poker face, and walked away. With their help, the number of remaining Egg Drones was brought down to 10. Sonic used his spin ball attack to avoid the rest of their shots and actually ran up the walls. He then stopped in front of an Egg Drone and noticed that they were perfectly aligned towards the exit. He charged at it using it's body as a shield and began to ram down the others. Finally, a path was made for Princess Celestia as Applejack spoke.

"Princess, the exit's cleared. Y'all should get out of here now!" She announced.

As Celestia and Luna ran down the stairs to regroup with our heroes, 5 Egg Drones that weren't completely destroyed, got up and aimed their weapons at them.

"Don't let them get away you fools!...ATTACK!" Eggman screamed as the robots launched a variety of missiles.

Luna and Celestia reacted by using the magic from their horns to form a barrier around everyone, protecting them from the explosion. But because of this, the entire hall was now set on fire. When the barrier disappeared, everyone ran out the door, except for Rainbow Dash, who just flew out through a window. More debris collapses as it nearly hits Dr. Eggman, forcing him to retreat back to the Egg Carrier.

"Retreat!...There's nothing more we can do here!" Eggman said.

He managed to escape with only three of his Egg Drones as they used their thrusters to fly, the other two were crushed by the debris. Everyone else was outside. Thankfully, none of the ponies were hurt.

Spike was worried until he saw Twilight and the others as they ran outside.

"Phew..." Spike was relieved. "Thank goodness you girls are alright!"

Sonic then turns around and sees Eggman fleeing the scene. He jumps to the roof of the burning palace, not caring what damaged obstacles he has to run past. As he finally makes it to the top, he noticed that he was out of reach to use his homing attack.

"Eggman!...Come down here and face us you coward!" Sonic yelled.

Eggman turns to Sonic as he heads for his fortress. "Errrr...This isn't over Sonic, I'll be back to kill you and your friends later!" Sonic then clinches his hand into a fist, with a mad look on his face as he watches Eggman make his escape. The Egg Carrier flies away until it's out of sight. Sonic jumps off the roof, and lands softly on the ground. As all the ponies looked at him and his friends, they hesitate for a while as they look at each other. Tails whispers in Sonic's ear.

"Uhh Sonic...They're ponies!"

"I know Tails. I'll handle this." Sonic whispered back.

Sonic broke the silence. "Is everybody alright?"

The ponies nod their heads as Celestia and Luna walk up to them.

"We can't thank you enough for saving our students, but I don't believe we've been properly acquainted!" Celestia announced. "I'm Princess Celestia, and this is my sister, Princess Luna."

"A Princess?" Sonic responded. Immediately, him and his friends take a knee, except for Tails who hesitated as he gazed at her beauty. Knuckles then grabs his shoulder and makes him take a knee as well.

"Do you care to introduce yourselves?" Luna asked.

"Of course!" Sonic said as his friends stood up.

"I'm Sonic. Sonic The Hedgehog! And these are my friends, Shadow...Knuckles...Tails...Cream..." He then rolls his eyes as he lets out a big sigh. "...And Amy!" All of them smiled and waved when Sonic said their name, except for Shadow who just crossed his arms.

"Just to clear something up, we're not really friends!" Shadow said.

"Gee...Thanks Shadow!" Sonic muttered.

Twilight and the girls giggled before confronting them.

"You don't look like any hedgehog I've ever seen!" Twilight said.

They introduced themselves as Twilight cleared her throat.

"I'm Twilight Sparkle!" Twilight said. "And these are my friends...Rainbow Dash!..."

"What's up!" She responded.

"...Pinkie Pie!..."

"Hi!" Pinkie said with a big smile.

"...Applejack!..."

"Howdy!" She responds as she tipped her hat to Sonic.

"...Fluttershy!..."

She was too shy to look at them. "Um...H-Hello." She said in a very light voice. When she looked at Tails, she blushed when he smiled at her.

Twilight giggled. "...My number 1 assistant, Spike!..."

"Hey guys!" The little dragon responded.

"...And...Rarity!..."

"Pleasure to meet you!" Rarity said as she bowed to them.

That's when Sonic noticed the Chaos Emerald around her neck.

"Huh...Hey, where did you get that gem?" Sonic questioned as he points to it.

"Oh...I uh...found it!" Rarity stuttered.

"That's a Chaos Emerald!" Sonic said.

"Chaos Emerald?" Rarity asked as she raised her eyebrow in confusion.

"Yeah..." Sonic announced. "...This may be hard for you to believe, but that gem is the reason why Eggman was here!"

"Eggman?..." Rarity responded. "You mean that disgusting brute that tried to take this from me!"

"That's him!" Sonic said.

"Do you know what these are?" Celestia asked.

"Well, as a matter of fact..." Sonic and Shadow pull out the two Chaos Emeralds.

Rarity gasped. "HUH, there's more of them!" Her eyes sparkled.

"Yes." Sonic responded. "But you must know, these Emeralds are very powerful, even to this day their properties remain a mystery."

"By the way, who was that intruder?" Luna asked.

Sonic and his friends took turns telling them everything. Who Dr. Eggman is, what his intentions are, and more importantly, why they believe he's here. They also mentioned all the numerous times they defeated him in battle while he was trying to steal the Chaos Emeralds. After that, they switched topics, and talked about the Emeralds while the girls listened. They mentioned that the Emeralds can heal teammates, and even revive the dead, for they are known as the providers of life itself. But not everyone can harness their incredible power, most of the time, the Emeralds are the ones that choose a host. Shadow finally mentioned that once all 7 of them are collected, they'll grant the host a powerful super form with enhanced abilities.

Everyone was speechless. "Wow...They're just like The Elements of Harmony!" Twilight said.

"Elements of Harmony?" Shadow questioned.

Rarity responded. "Yes!...That madman tried to take those too!"

Twilight used her magic to show Sonic and the others what they were talking about. They noticed that five of them were wearing a gold necklace with a different element on it, except for Twilight, who was wearing a gold tiara. "The Elements of Harmony are much like the Chaos Emeralds!" Twilight added. "Except they posses the power of magic. It's what keeps our world at peace."

"Well... I guess this is your Emerald so...here!" At first Rarity refused to give up the Emerald, but unfortunately, it was for her own safety from Dr. Eggman. She handed it to Knuckles, giving them a total of 3. That's when Sonic brought up the question.

"Where are we anyway?"

"Your in Canterlot!" Celestia answered. "One of the many places in Equestria!"

"Equestria?..." Knuckles asked. "...Why would Eggman come here?"

"My guess is that he tried to get as far away from us as possible." Shadow replied.

"That reminds me..." Celestia spoke. "...Do you have a place to stay?"

Sonic and his friends looked at each other, but didn't know what to say.

"Well we, didn't really plan on staying that long." Sonic said.

Celestia smiled. "Nonsense. Anyone who's willing to risk their lives to save my ponies is more than welcome to stay in Equestria. We possibly can't thank you enough for this!"

"Yeah, you guys can stay with us!" Twilight added.

"Sounds good to me!" Sonic said, giving her a thumbs up.

"Then it's settled!" Rainbow Dash smiled.

When they turned around, they noticed that the palace was still on fire.

"No!...The Gala is ruined!" Rarity screamed with a tear in her eye.

Sonic and his friends felt responsible for this, since Eggman ruined their event.

"Don't worry guys, we'll help you fix it!" Amy said.

As they all worked together to put out the flames, the ponies used a magic spell to create a giant rain cloud, putting the fire out faster. It'll take months to repair the damage, but they're just glad that everyone made it out safely. Once it was finished, everyone headed back to Ponyville as Sonic and his friends followed.

Celestia laughed as Cheese was flying right next to her. "Aww...He's adorable!"

"Umm...Thank you Ms. Celestia! His name's Cheese!" Cream said.

"Chao! Chao!" Cheese responded as he blushed.

"So you're suppose to be the fastest thing alive huh?" Rainbow Dash said as she turned to Sonic.

Sonic was being cocky. "That's right! But your speed was very impressive too! I've never seen anyone fly that fast before!"

"Well I am the fastest thing in all Equestria!" Rainbow Dash announced.

"Really? Well then..." Sonic tried to make a joke at first, but Dash was up to the challenge. "...Why don't we settle this with a race! First thing tomorrow?"

"Your on!" Dash was excited. "Your going down Sonic! I know this land inside, and out. And you just got here!"

"Hey, I'm a fast learner!" Sonic smiled.

It was then decided that Sonic would stay with Rainbow Dash in Cloudsdale, that way they can get to know each other more, and of course, race each other everywhere they go. Fluttershy felt more comfortable with their new guests, and offered Cream and Cheese to come stay with her. Since Rarity and Amy love fashion, she was welcomed to stay with her at the Carousel Boutique. Applejack told Knuckles that he can stay with her and her family in Sweet Apple Acres. Pinkie Pie wanted Shadow to stay with her at Sugarcube Corner, but he refused at first until she begged him. And finally, since Tails was very intelligent and wanted to learn more about Equestria, he was more than welcome to stay with Twilight and Spike at the Library.

"We want to thank you Princess for allowing us to stay here! But please understand that Dr. Eggman is still out there. So we must keep our eyes open!" Tails announced.

"It's our pleasure Tails! But don't worry, we'll be there to help you whenever he's found." The Princess encouraged their new guests.

**(End of scene) **

**To Be Continued...**


	4. Eggman Strikes Again

Hey guys. Leave a comment or review telling me who you think should win the race between Sonic and Rainbow Dash, I would love to hear your thoughts. To really help you get the feel of what's going on, I suggest checking out the music while reading this. It'll make it more epic. Anyway, sorry it took a while, but here's the next chapter.

After the incident was over, Sonic and his friends were offered a warm welcome for the night. Princess Celestia told Twilight to keep the Elements of Harmony safe at her house, and hide them in a place where Dr. Eggman can't find them.

Meanwhile...in the outskirts of Ponyville, Dr. Eggman was searching for a safe place to hide, without attracting any unnecessary attention. Decoe was alone in the cockpit, while Bocoe was waiting for Eggman to arrive. Bocoe rushes back to the cockpit and warns Decoe that once again, Eggman was pissed off. The two hold each other and panic, as he enters the cockpit with the Egg Drones that survived.

"Uhh...I-I-It's...G-G-Great to see you again...D-D-Dr. Did you get The Elements of H-H-Harmony?" Bocoe said with his whole body shaking.

Eggman starts off calm, but eventually becomes outraged as he lets out a creepy chuckle. "Heh-Heh-Heh! No. I didn't get them! Or the other Chaos Emerald. And you want to know why..." Eggman grabs both of them by the neck. "...BECAUSE SONIC SHOWED UP! And another thing!..." He slams them on the control panel, as the Egg Drones threaten to shoot Decoe and Bocoe. "...Why didn't you tell me that Celestia can use magic!"

Decoe tried to remain calm as he explained everything. "B-B-But sir, our ratings didn't say anything about that! W-We had no idea that Celestia was capable of using magic!...And what do you mean Sonic showed up? Didn't **you** say this world would be the perfect place to hide from him?"

Dr. Eggman responds by letting them go. "You're right. It's my fault! I underestimated their power to sense the Emerald's presence. Even if we travel to another world, somehow they found a way to track us down!" Eggman panics for a bit. "We're in serious trouble! Princess Celestia's not the only one who possesses magical power. It seems that each pony in this world has some kind of special ability. If Sonic and the others become friends with them, they'll outnumber us a million to one!"

"What should we do now Dr.?" Bocoe asked.

"There were six ponies that protected her. One of them found the Chaos Emerald, but refused to give it up until Sonic arrived! So, my instinct tells me that taking them out, will bring us one step closer to victory!" Eggman said.

"How can we do that?" Decoe asked.

"First, I'm gonna do what I should have done from the beginning! Hand me The Eggstractor!" He then fires a beam at the Chaos Emeralds, infecting them with Dark Energy. The Emeralds turn completely black with a strange purple aura surrounding them. The three of them watch, as the machine holding the Emeralds in place becomes corrupted. Sharp glowing crystals emerge from the machine as the Dark Energy takes effect, completely destroying the CC Beacon. Decoe and Bocoe were astonished, but Eggman just smiles, not caring that without Chaos Control, they're unable to transport back to their world.

"Very impressive Dr...But, how are we gonna get back to our world now?" Decoe asked.

"We're not going back you fools!" Eggman responds. "Don't you see? With Dark Energy, we can infect all of Equestria! If it can corrupt machines, just imagine what it can do to other life forms!...Celestia will have no choice but to surrender!"

"But sir, what about her students?" Bocoe questioned.

"I'll take care of them myself! In the mean time, I need the two of you to search for whatever you can find about them!" Eggman responded. He didn't know their names yet, but by using his memory, he was able to give exact details for the two dimwits to look up. He described Twilight as a violet colored unicorn pony with a purple mane and tail, who appears to be the leader of the group. Rainbow Dash was described as a blue colored Pegasus pony with a rainbow mane and tail. She's insanely fast, confident, and sometimes stubborn. In a way, she reminds him of Sonic. Applejack was described as a light orange colored Earth pony with white freckles, a cowgirl hat, and a golden mane and tail. Pinkie Pie was described as a light pink colored Earth pony with a light red mane and tail. She was energetic, hyperactive, and always excited; which gave Eggman the creeps. Rarity was described as a white colored unicorn pony with a purple mane and tail. He remembers her the most, since she insulted his style and refused to give him the Chaos Emerald. And finally, Fluttershy was described as a light yellow Pegasus pony with a pink mane and tail, who was too sweet and kind to defend herself during his attack. In fact, Eggman laughed so hard when she tried talking to the Egg Drone, instead of fighting it.

"We'll do our best sir!" Bocoe said while saluting to Dr. Eggman.

"Good!" Eggman responds. "Now, park the Egg Carrier behind those mountains, so that I can pay Sonic a little visit!"

As they reached the mountainside of Equestria, the sound of the thrusters wakes up a huge dragon that was sleeping inside it's cave. The same dragon that Fluttershy reasoned with during an episode called "Dragonshy." When he roars at the Egg Carrier, Decoe and Bocoe run away like a bunch of cowards. Eggman remained calm and presses a big red button on the control panel. Using the Egg Carrier's most powerful weapon, The Omega Laser, Eggman decides to use the dragon as his first test subject, to see what the Dark Energy can really do. When the Omega Laser charges up, it harnesses all the energy from the corrupted CC Beacon, and fires it at the dragon. He starts to mutate and can no longer control his actions, entering a deep trance that only Dr. Eggman can take away. Eggman laughs while all this is happening. "Ha-Ha-Ha-Ha! You stupid beast! Let this be a reminder to you that no one gets in my way!...Now, go back in your cave like a good boy and wait for my orders to attack!"

The dragon responds in a deep voice. "Yes, my master!"

After landing the Egg Carrier in the mountains, he prepares to strike again with a new robot that he just built called The Egg Scorpion. "Now, let's see if those ponies can deal with this!" Eggman snarls.

**(End of scene) **

It's now morning time in Equestria, as we cut to Sweet Apple Acres. Knuckles was relaxing inside the barn on a haystack, chewing a piece of wheat. He opens his eyes when he hears Applejack walk in to get the supplies that she needs to work on the farm.

"Oh...sorry sugar cube. Didn't mean to wake ya!" Applejack said.

"It's alright, I was already awake." Knuckles responds. He then noticed that she was about to work on the farm, so early in the morning. "Hey is there anything I can do to help?"

"You'd do that for me Knuckles?" Applejack asked.

"Sure, I'll be glad to!" Knuckles smiled.

She introduced him to her grandmother Granny Smith, her brother Big Macintosh, her little sister Apple Bloom, and her dog Winona, who jumps on him and licks his face. They were happy to meet him, and thrilled that he's willing to help out. He helps them out by digging holes in the garden with his shovel claws so they can plant seeds. She then demonstrates how to get apples down from a tree just by kicking it. Knuckles just grabs the tree instead and brings them down with one shake, but one apple accidently hits him on the head as she giggles. He then sees her struggling to move a haystack into the barn, since she had to use her head to push it. He lifts it up for her and places it inside the barn. After three hours, both of them wipe the sweat from their foreheads.

"Thanks sugar cube. Without you, we couldn' finish this early!" Applejack said.

"Oh no...I'm the one who should be thanking you A.J." Knuckles said.

"How come?" She asked.

"You see, back in our world, the only thing I've ever done was guard the Master Emerald and help Sonic stop Dr. Eggman." Knuckles replied. "It felt as though my life just slipped away from me. But you've shown me what it's like to actually make a living and work for something. So...Thank you!"

Applejack smiled as they both went back inside to make apple pies for their friends. Knuckles used his spiked fists to help peel the apples, while Granny Smith and Big Macintosh were in charge of baking. Once that was done, they agreed to meet with the others at Sugarcube Corner. Outside the Carousel Boutique, Amy shouts as Rarity accidently pokes her with a needle.

"Ouch!"

"Hold still darling this will only take a second." Rarity said.

While working on a new dress, Amy was chosen as her model. Well...more like her mannequin.

Rarity was impressed with her design. "I say Amy, you look fabulous!"

"Do you really think Sonic will like it?" Amy asked while striking a pose.

"I don't see why not." Rarity answered. "You'll definitely be the center of his attention!"

After introducing Amy to her little sister Sweetie Bell, Amy spotted her pet cat Opalescence, or Opal for short.

"HUH, she's so cute!" Amy gasped while hugging it. Of course, the cat had a miserable look on her face.

At the Everfree Forest, Cream and Fluttershy were picking flowers as Cream places one on Fluttershy's mane. They looked so adorable together. After helping Fluttershy feed the animals around her cottage, she demonstrates her singing to the birds, with Cream and Cheese as her only audience.

"Oh that was wonderful Ms. Fluttershy!" Cream applauded.

"Why, thank you sweetie!" Fluttershy smiled.

Cheese was excited. "Chao! Chao!"

"He's so cute!" Fluttershy giggles.

**Music starts: (Sonic Generations: Rooftop Run- Modern)**

Sonic and Rainbow Dash were playing tag, using their incredible speed all throughout Cloudsdale. They were having so much fun. Some of the ponies manes were ruined when the two rush past them. Sonic was use to running on clouds, since he's already been to a place called "Sky Sanctuary."

"Catch me if you can Sonic!" Rainbow Dash smiled.

Dash tried to maneuver in different directions, but Sonic used his quickstep and was right on her tail. He jumped in the air and tagged her.

"Tag, you're it Dashie!" Sonic smiled.

Dash responds. "Oh no I'm not!"

Sonic turned his head and noticed that Rainbow Dash used her boost to catch up to him, before she can tag him with her hoof, he quickly grabs a hold of a nearby pillar and makes a u-turn.

"Time to make a u-turn!" Sonic said.

"Hey!" Dash responds while laughing.

Sonic chuckled as he turned around, but realized that she wasn't chasing him anymore. Rainbow Dash was standing on the cloud looking at something. "Huh?" Sonic questioned. He immediately turned around and caught up to her.

"Hey Dashie, what's wrong?" Sonic asked.

She was looking at a group of Pegasus ponies in uniforms called The Wonderbolts.

"You see those ponies over there?...They're called The Wonderbolts." Rainbow Dash said. "It's always been my dream to fly with them one day!"

"Why don't you go talk to them?" Sonic asked.

Rainbow Dash was nervous. "What? N-No...I can't do that!"

"Then I'll go talk to them!" Sonic replied.

"No, Sonic wait!" Rainbow Dash screamed.

As soon as Sonic approached The Wonderbolts, they recognized him from last night. They began to crowd around him in excitement, as he was greeted by two Wonderbolts named Spitfire and Soarin'.

"Hey your that hedgehog that saved the Gala last night!" Spitfire announced. "Nicely done! I wish you were a Pegasus pony so we can offer you a chance to join our team!"

"Your name's Sonic right?" Soarin' asked.

"That's right!" Sonic winks and gives them a thumbs up. "But I couldn't have done it without the help of some new friends!" "In fact...that's what I came here for. I'm here with one of them right now!"

As soon as he said that, Rainbow Dash was waving her hooves around trying to make him stop. When he points at her, Spitfire immediately recognizes her.

"Hey Rainbow Dash!" Spitfire shouted.

"Aww man!" Dash muttered to herself. Now she has no choice but to walk up to them. She was too nervous to speak.

"You know her?" Sonic asked.

"Yeah!" Spitfire answered. "We got to spend a whole day with her after she won the Best Young Flyer Competition. She really impressed us by saving Rarity with her Sonic Rainboom. She also saved us in the process!"

"Sonic Rainboom?" Sonic thought to himself. They had a move named after him? But he'll worry about that later.

"Well, you see..." Sonic started. "...You guys are her biggest idols, she'll do anything to join your team!...What do you say?"

The Wonderbolts got into a huddle, while Sonic and Rainbow Dash wait for their answer. When it was over, Spitfire calmly walks up to her and explains everything.

"Uh, Rainbow Dash..." She hesitated. "...You're a great flier, and possibly one of the coolest ponies we've ever met. But you see...becoming a Wonderbolt is not just about showing off special moves and speed. We work as a team, and we fly as a team. And...we don't know how to say this, but...sometimes, you seem a little self centered and overconfident in yourself. Which is good!...But it's not what we're looking for. We expect our recruits to admit that they make mistakes, so they can learn from them. I'm...sorry!"

It was so hard for Rainbow Dash to take the bad news. Sonic couldn't believe what he was hearing. This was the first time he's seen her like this, such a beautiful and strong mare, being rejected by the ones she admires. His heart felt lost when she finally spoke.

"I...understand." Dashie was heartbroken. She started to cry and was feeling dissapointed in herself.

As she closed her eyes and turned around, Sonic could see tears rolling down her cheeks. She didn't want to cry in front of her heroes. He knew she was in pain, and quickly defends her.

"Now wait a minute!" Sonic shouted as he gets her attention. "Are you telling me she's not good enough, even after that time she saved you? This isn't right! She is without a doubt, the fastest and most amazing flier I've ever seen! And this is coming from someone who's known as the fastest thing alive back in my world!"

Spitfire responds. "We understand Sonic, but..."

Sonic interrupts. "Can't you just give her a chance?"

"How?" Soarin' asked.

Sonic ponders for a while, he then gets an idea.

"Tell you what, let's make a bet. We were gonna have a race later on today, stop by and check it out. If she beats me, you guys have to let her join The Wonderbolts!"

The Wonderbolts looked at each other.

"How do we know it's a fair race? You don't look like you can run that fast!" Soarin' replied.

"Oh really..." Sonic smirked as he immediately ran past them, reaching the end of Cloudsdale in 0.5 seconds. Their jaws dropped in amazement as he just stood there with his eyes closed, and let's out a small chuckle. When he runs back, a Wonderbolt named Fleetfoot decides to agree with him.

"Alright. Your on!" Fleetfoot said.

Sonic shakes her hoof, agreeing with the white-maned mare. As they walk away, Sonic thinks he took care of the problem, but Rainbow Dash wasn't happy.

"Sonic...Why did you do that?" She muttered, still having tears in her eyes. "I can't handle this kind of pressure!...I'm...I'm not good enough for them."

Sonic knew just what to say to cheer her up. "Dash, if you have a dream, don't let anyone tell you it's not possible. I've seen what you can do, maybe not everything, but I know you have what it takes! I know we just met last night, but...you should trust me on this. All my friends tell me the same thing...even Shadow. I think you can actually beat me, you just have to believe!" He smiled, but she lowers her head still feeling disappointed.

He places his hand on her shoulder as she looks up to him. "Your friends believe in you...just like I do."

She smiles, and wipes off her tears with her hoof. "...Thanks Sonic." When she hugs him, he didn't know what to do, but accept it. He could feel her mane against his neck, holding her tight in his arms.

"I'm here for you Dashie!" Sonic said.

It was quiet for a minute as he comforts her. She was feeling more comfortable now with her new friend. Dash knew she can trust him. When she felt better, they decide to meet up with Fluttershy and Cream, and walk to Sugarcube Corner together. Allowing the two mares to lead the way.

**(End of scene)**

Inside Sugarcube Corner, Pinkie Pie was trying everything she could to make Shadow smile. She danced, she told jokes, she even sang her famous pig song that she used when babysitting the Baby Cake Twins. Shadow just scratches his head in complete confusion, and was starting to get annoyed by her. He even threatened to crush her pet baby alligator Gummy when he started nibbling on his shoe. He thought to himself, "Something's wrong with this pony! Why is she so hyper?" Even when she offered to bake cupcakes with him, she had to sing a song about them.

"Do you always sing when you bake?" Shadow asked.

"Yeah, all the time!" Pinkie smiled.

"Ugh..." Shadow responds with a face-palm. To him, this was torture.

"C'mon Shadow, smiling is easy! Just try it!" Pinkie Pie shouted.

"I don't smile!" Shadow responds with a serious tone in his voice.

"Pleeeeeeaaaaassssseeee!" Pinkie Pie begged.

He lets out a big sigh and grits his teeth. He tries to make a smile, resulting in a very funny but creepy expression on his face.

"Uh...nice...try!" Pinkie said with a worried look on her face. "We'll...work on it!"

Shadow rolls his eyes as Pinkie Pie opens her front door. She sees Twilight from a distance, walking towards her porch with Spike and Tails. Before they went to bed last night, Twilight explained the history of Equestria to Tails. She talked about where the Elements of Harmony came from, and how Equestria was found by three different pony tribes: the Pegasi, Earth ponies, and the Unicorns. At first they didn't get along, until a mysterious blizzard forced them to work together to protect the land. She also talked about the time when Princess Luna became Night Mare Moon, and how they were able to change her back with the Elements of Harmony. Spike added his own story, telling him about the time Twilight and her friends defeated Discord when he returned.

"And that's pretty much all you need to know about Equestria Tails!" Twilight said.

"Wow!" Tails responds. "Who'd ever thought that of all places, Eggman would pick a world that's full of magic!"

"Eggman?" Spike was concerned. "Was he the one who attacked the Gala last night?"

"Yeah." Tails replies.

"That's why they're here Spike. To stop him!" Twilight added.

Tails started talking about the recent adventures they had. One was from "Sonic Generations," where they met their past selves through time travel, and got to relive some of their most classic moments in history. The other was from "Sonic Colors," where they stopped Dr. Eggman from kidnapping a friendly alien race called Wisps, for his Interstellar Amusement Park. He also described where Shadow came from, and why he's known as "The Ultimate Life Form." And talks about the time when Super Sonic defeated Perfect Chaos after flooding Station Square.

"Woah...Dude that's awesome!" Spike said.

Everyone meets up at Pinkie Pie's house, where the girls treated their new guests to breakfast. They had apple pies made by Applejack and Knuckles, and cupcakes made by Shadow and Pinkie Pie. Shadow had no intention on remembering what he had to go through when they started baking.

"You know guys, I think I found a new hobby!" Knuckles said. He really enjoyed baking with Applejack.

Sonic jokes around. "Yeah, I'll let you know when I need an apple peeled Knuckles!"

Everyone laughed, except for Shadow.

After breakfast was over, Twilight and her friends offered a small tour of Equestria, showing them places they haven't seen yet. They met the Mayor of Ponyville in Town Hall, and visited places like the Froggy Bottom Bog, Whitetail Woods, and a small western town called Dodge Junction. After the tour, they decide to head back to the Everfree Forest when Twilight asks them a question.

"By the way guys, I almost forgot to ask. How exactly did you get here?"

"Well um, I guess you can say we used a little magic of our own, Ms. Twilight!" Cream answered.

"Huh?" Twilight was confused.

"Here, we'll demonstrate!" Sonic said. "Shadow..."

"Got it!" Shadow responds. He pulls out the Chaos Emerald, and shouts out "Chaos Control!"

In a bright flash, Shadow disappears. The girls stood there with their mouths agape, wondering where he went.

"Cool, but where's Shadow?" Pinkie Pie asked.

"Up here!" Shadow was standing on the branch of a tree, not too far from them.

"What in tarnation?" Applejack was surprised. "How'd he do that?"

Tails explained. "Well you see, with the Chaos Emeralds, we can perform a technique called Chaos Control. It allows us to travel great distances with just one Emerald, but so far, Sonic and Shadow are the only ones who can perform it successfully. We believe that's how Eggman got here too!"

"More than enough reasons why I love those gems so much!" Rarity announced.

"Oh Rarity!" Twilight giggles.

"Nice trick, but that's not why we're here!" Rainbow Dash said. She approaches Sonic, and taps him with her hoof. "Are you ready for this Sonic?"

"Only if you are Dashie!" He responds with a smile.

When they get into position, Sonic finally notices Amy's new dress.

"Nice dress Amy!" He announced.

Her eyes opened wide as they sparkled. "Really, you like it Sonic? Maybe now we can finally be together!"

Rainbow Dash laughs when she hears that.

"Maybe not that nice Amy!" Sonic rolls his eyes, quickly changing his tone.

Amy was so excited that he noticed, as Rarity complements her.

"See I told you, boys can't resist the art of a beautiful dress!" Rarity whispered to her.

Amy hugs her tight, messing up her mane. "Thank you so much Rarity!"

Rarity gently tries to push her away with her hooves. "Your welcome darling, now can you please let go of me!"

Before the race could start, four Wonderbolts were flying overhead. They immediately spot Rainbow Dash, and land in the Everfree Forest to watch the race. Spitfire, Soarin', Fleetfoot, and a new recruit called Rapidfire, came to observe Dash's progress, while the others were still training. Rainbow Dash was nervous, but became confident when she remembered what Sonic told her. Everyone was excited for this, well...except for Shadow. Twilight and her friends were rooting for Dashie, while Sonic's friends were rooting for him.

Pinkie Pie hops to the center, and raises her hoof high in the air. Sonic and Rainbow Dash look at each other, wishing the best of luck. "On your mark!...Get set!..." Before she can say "Go!" the ground begins to shake again. Everyone immediately reacts to it.

"Hey what's going on?" Spike shouted. The rumbling causes him to lose his balance.

"Is it an earthquake?" Knuckles asked.

"No, it's something worse!" Shadow responds. He quickly does a back flip off the tree, and lands safely on the ground.

"Heeeeyyyyy, thiiiiiissss maaakkkeesss myyyyyy voiiiiicccee sooouuunnnd siiiillllyyy!" Pinkie Pie announced. Her whole body was shaking off the ground.

Two giant drills emerge from the ground behind them, as Dr. Eggman makes his appearance with the Egg Scorpion. As you can imagine, it's a huge vehicle that resembles a scorpion with metallic armor. It has metal pinchers that can alternate between laser cannons, and drills to burrow underground. It can shoot plasma beams from it's mouth and stinger, and fire heat-seeking missiles from the hatches on it's tail. It's special attack includes burrowing underground and sticking it's tail out to open fire on it's enemies.

"Dah-Ha-Ha-Ha-Ha-Ha!" Eggman laughs.

Fluttershy quickly hides behind Tails when she sees him.

"Eggman!" Sonic shouts.

"Aww isn't this sweet? One big friendly reunion!" Eggman responds with an evil grin.

"Can't you leave us alone Egghead? We were in the middle of something!" Rainbow Dash yells.

"So am I." Eggman said. "Now this is your last chance, hand over the Elements of Harmony and maybe I'll consider sparing your lives!"

"We'll never give you the Elements of Harmony Eggman!" Twilight said.

"Fine! If that's your choice, then I guess I'll just have to kill you! Wah-Ha-Ha-Ha-Ha-Ha-Ha!" Eggman laughs hysterically.

"Is he always this crazy?" Spike asked.

Sonic and his friends all respond at the same time. "You have no idea!"

Rainbow Dash quickly turns to The Wonderbolts. "Spitfire, go and alert Princess Celestia!...We'll handle this!"

"Alright, just be careful!" Spitfire responds. As they take off, Dr. Eggman was still laughing.

Knuckles shouts out. "Don't get too cocky Eggman, there's thirteen of us and only one of you!"

"Your right Knuckles, that hardly seems fair! But don't worry, I brought backup!" When Eggman snaps his fingers, everyone turns around as they hear a loud roar from the distance. The dragon smashes it's way through the Everfree Forest, knocking down the trees in front of them. It growls when it spots it's prey, smoke was coming out it's nostrils.

Tails was stunned. "A dragon?"

"Hold on everypony!" Applejack started. "Ain't that the same dragon that Fluttershy reasoned with before?"

"Your right." Fluttershy responds. She gently flies up to him.

"Fluttershy wait!" Twilight said.

"There, there, Mr. Dragon, we're not gonna hurt you." Flutteshy pets him with her hoof. "It's alright everyone, he's friendly."

But Twilight notices something, the dragon looks completely different from before. His colors have changed, his whole body was a dark neon purple, while his eyes, claws, abdomen, and scales were blood red. Was he possessed or being controlled by something else? When Fluttershy turns around, the dragon opens it's massive jaws and was about to strike.

Tails quickly panics as he points to it. "Uhh...F-Fluttershy, I don't think he's friendly!"

When she looks back, the dragon tries to eat her. She screams and quickly moves out of the way.

"Ah-Ha-Ha-Ha-Ha!" Eggman laughs. "Now you overgrown reptile...ATTACK!"

**Music starts: (Sonic Generations: Perfect Chaos- Phase 2)**

The dragon attacks with it's fire breath.

"Everyone split up!" Twilight shouted.

The group splits into two teams after dodging the attack. Sonic, Rainbow Dash, Cream and Cheese, Twilight, Knuckles, and Pinkie Pie will take care of Dr. Eggman. Shadow, Rarity, Amy, Spike, Applejack, Tails, and Fluttershy will take care of the dragon.

The dragon's roar shakes the entire Everfree Forest. Shadow and his team move in with Tails and Fluttershy flying overhead. The dragon uses it's fire breath again, but they quickly dodge it. Rarity uses her magic to lift up a tree and throws it at him. He catches it in his mouth and breaks it with his powerful jaws. Shadow jumps high in the air using his rocket shoes and punches him multiple times across the face, while Applejack charges at him and kicks the dragon in the stomach. He quickly recovers, and tries to crush Applejack with his fist. When she moves out of the way, he grabs Rarity as she screams.

"Rarity!" Spike shouted.

"Spike, help me!" Rarity screamed. When the dragon roars at her, she reacts to his breath. "Ugh! You really need a breath mint darling!"

Spike quickly moves behind him and uses his own fire breath to burn the dragon's tail.

Amy helps out by smashing the dragon's foot with her hammer. "Let her go you beast!"

As the dragon roars in pain, he releases her. Rarity falls, but Tails catches her.

"Don't worry Rarity, I got you!" Tails said.

The dragon turns his attention to Spike and tries to crush him with his tail, but Fluttershy swoops down and saves him.

Spike was relieved. "Phew...Thanks Fluttershy!"

"This is terrible! I wonder what happened to him?" Fluttershy was worried about the dragon, despite the fact that it's trying to kill them.

"Alright, no more fooling around!" Shadow growled. He tried using his spin ball attack, but the dragon smacks him with his tail. Shadow crashes through a line of trees and hits the ground.

"Ugh!...Damn it!" Shadow grunts as he tries to get back up.

Applejack runs up to him. "You alright sugar cube?" After helping him up, the dragon sees both of them in the corner and uses his fire breath again, setting the trees on fire. Shadow quickly grabs her hoof and uses Chaos Control. After reappearing with the rest of the team, the dragon spreads out it's wings and tries to fly away.

"Oh no you don't!" Applejack shouts. She uses her lasso to grab the dragon's tail. Everyone grabs a hold of it, preventing the dragon from reaching higher altitude. Rarity gets an idea when she sees a huge boulder in the ground. She uses her magic to lift it up and tells Shadow to use it as a weapon.

Amy responds. "Hurry Shadow!...We can't hold him much longer!"

Shadow quickly touches the boulder with both hands and shouts out "Chaos Control!" He warps above the dragon's head and slams the boulder on him. The dragon falls to the ground hard, if he wasn't hurt before...he is now. Shadow was on top of the boulder, but jumps off thinking that the dragon's taken care of. But to their surprise, the dragon still tries to get up and unleashes another fire blast. It barely misses them, but burns off a part of Amy's new dress.

"My dress! You ruined my new dress!" Amy loses her temper and starts hitting the dragon many times with her hammer, knocking him out.

Fluttershy was a little frightened by Amy's temper. Tails tries to keep her under control. "Amy, Amy! Relax, it's okay!"

"Okay? This is a crime against fashion!" She yells.

"Oh, how dreadful!" Rarity responds. "Don't worry Amy, I could make you another dress!"

"We don't have time for this!" Shadow interrupts. "We have to see how the others are doing! Now let's go!"

Meanwhile...Sonic and his team were chasing the Egg Scorpion as it keeps backing away from them. Rainbow Dash was flying right next to him.

"Sorry Dash, I guess that race will just have to wait!" Sonic said.

"It's cool. Besides, kicking Eggbrain's butt will be so much fun!" Rainbow Dash responds.

Eggman interrupts. "I hate to ruin your little conversation, but it's time to make you fools suffer!...I'll show you what real evil is!"

**Music starts: (Sonic Heroes: Egg Emperor) **

The Egg Scorpion attacks by firing the laser cannons from it's pinchers.

"Dodge This!" Eggman laughs.

"Watch out!" Sonic screams. He jumps over them, while everyone else prepares to attack. Knuckles uses his fists to burrow underground, when he gets close enough to The Egg Scorpion, he pops out and uppercuts the head.

"Surprise Eggman!" Knuckles shouts.

"Ngh!" Eggman grunts.

Knuckles rapidly punches it, but the tail locks on him and fires a plasma shot. It hits Knuckles as he smacks into a tree. Sonic uses his boost to gain speed, and hits Eggman with a homing attack.

"Girls, Eggman always makes the same mistake. Aim for the head!" Sonic announced.

"I'm on it!" Twilight said. She fires an energy beam from her horn. But it barely does any damage.

"Leave him to me!" Rainbow Dash said. She flies towards him, but Eggman tries to blast her with the laser cannons. She does a barrel roll to avoid them. A sharp spike emerges from the tip of the tail, stabs a big rock, and throws it at her. Like Sonic, she boosts up to gain more speed, and actually smashes through it.

Eggman speaks. "Hm...not bad, but you're in a no fly zone!" He presses another button on his control panel. All the hatches on the tail open up, firing all the missiles.

"Woah!" Pinkie Pie panics. She hops around to avoid the missiles, but one explosion sends her flying into a bush.

"I'm okay!" She responds. Waving her hoof outside the bush.

Twilight runs away from them, but destroys some with her magic when she turns around. She also does a neat trick where she uses her magic to stop one in it's tracks, spins her whole body around, and fires it back at The Egg Scorpion. Eggman blasts it with a plasma shot before it could hit him. Just like the Egg Drones, Cheese was using himself as a weapon to protect Cream, he hurls himself at certain missiles, destroying them on impact.

Cream yells out to him. "Cheese get em!" When he accidentally misses one, she quickly uses her ears to fly off the ground before it explodes.

Sonic uses the missiles as a step ladder to reach the cockpit, he damages Eggman with another homing attack. Rainbow Dash flies high in the air while the missiles were chasing her. She easily maneuvers around them and laughs, but is totally surprised when they turn around and chase her again. She then gets a brilliant idea, the missiles follow her while she heads straight for The Egg Scorpion. She suddenly changes directions as Eggman shields himself with the Scorpion's arms. After a huge explosion, The Egg Scorpion was finally damaged, but Eggman wasn't finished yet. Rainbow Dash allows Sonic to grab on to her hooves when he jumps.

"Thanks for the ride Dashie!" Sonic said. When they reached The Egg Scorpion, he uses another homing attack when she lets him go.

"D'ah!" Eggman grunts.

"Yeah, get him Sonic!" Rainbow Dash was cheering for him.

Knuckles finally gets up, and uses all his strength to push the tree down, hoping it will crush Eggman. Thinking quickly, Eggman switches the Scorpion's cannons with the two drills, and burrows underground before the tree can hit him. He sticks the tail out, and prepares to fire again. Before Sonic can go after him, Rarity and the others catch up to them. That's when Tails remembered something, he brought a ring with him in case of an emergency.

"Sonic here, catch this!" He throws it to Sonic.

Sonic catches it. "Thanks buddy!"

The Scorpion charges the plasma beam on it's tail, and fires multiple shots. Sonic runs towards it with the ring glowing in his hand. He uses his quickstep to move left and right, avoiding the shots. Just like in Sonic X, he can perform a super spin ball while holding a ring in his hand. It's super fast and powerful that it can destroy an enemy with one shot. He smashes up the tail, completely destroying it.

"No! I can't believe this!" Eggman screams.

The Egg Scorpion emerges from the ground once again, Sonic makes a u-turn and prepares for another attack with the super spin ball. This time, he takes out all the legs on the left side of the vehicle. The Egg Scorpion falls on it's side.

"Why you little!" Eggman shouts.

Pinkie Pie crawls out of the bush, her mane was still covered with leaves. "Take that you big meanie!" She responds.

Twilight then realizes something, The Egg Scorpion is a machine; which means it's completely made of metal.

"Sonic wait, I have an idea!" Twilight gets his attention. "Fluttershy, Rainbow Dash, I'll need your help with this one!"

She uses a spell to create a small rain cloud, Fluttershy gently pushes it over The Egg Scorpion.

"Alright Sonic, it's time to show you my job as a weather pony!" Rainbow Dash said.

She jumps on the rain cloud repeatedly, causing precipitation. Eggman locks on Twilight and fires the plasma beam from the mouth. Twilight defends herself by using the energy beam from her horn, causing the two beams to collide. While she was struggling to maintain her magic to overpower the plasma beam, The Egg Scorpion was starting to rust from the rain.

"It's working Twilight!" Fluttershy said.

Eventually, the controls of The Egg Scorpion start to shut down.

"No, this can't be happening!" Eggman shouts.

The plasma beam deactivates when Rainbow Dash creates a lightning bolt that shocks the control panel, allowing Twilight to attack the cockpit with her magic. Finally, Dr. Eggman was revealed. Rainbow Dash decides to finish him off with her most powerful technique, The Sonic Rainboom. She flies away from the rain cloud and heads for the sky. After reaching high altitude, she dives down with lightning speed, sticking her hooves out in front of her. Sonic and his friends watch with curiosity. She gets teary-eyed from her speed as she accelerates. Twilight warns everyone to duck in cover. Rainbow Dash breaks the sound barrier, unleashing the miraculous Sonic Rainboom. When Eggman sees this, he quickly hits the eject button before she can hit him. A huge shockwave blows everyone away when she passes them, leaving a rainbow trail behind. Rainbow Dash penetrates through the entire Egg Scorpion, causing it to blow up instantly. The explosion can be seen throughout Ponyville. But once again, Eggman escapes in his Egg Mobile, and heads back to the Egg Carrier. Rainbow Dash was a little dizzy from the impact, but responds after recovering.

"Hey Egghead, how does it feel to get your butt kicked by a pony?"

Eggman shouts from a distance. "You annoying little pests! This isn't the end!" He flies away, planning his revenge.

Sonic and his friends were completely speechless after witnessing the Sonic Rainboom for the first time.

"Wow...I had no idea you can do that Rainbow Dash!" Tails was amazed.

"Huh, so that's a Sonic Rainboom!" Sonic said.

"So what do you think Sonic?" Rainbow Dash was proud of herself. "Sometimes I impress even myself!"

"Nice work Dashie!" They high five each other, but their victory was short lived. The Everfree Forest was still on fire from the dragon's attack, creating a huge cloud of smoke all over Ponyville. Every pony was coughing because of it, putting their health at risk. The fire also scares away the cute forest animals as Fluttershy tries to help them.

"Hold on little ones!" She cries.

"What should we do?" Amy asked.

"Twilight, be a dear and use that rain spell again please!" Rarity said.

"Sorry Rarity, I can't!" Twilight responds. "It takes a lot of magic, so I can only use it every once in a while!"

"No worries Twilight, I'll take care of this." Sonic had a smirk on his face.

Sonic uses his spin dash to circle around the Everfree Forest. He puts the flames out with a special move called The Blue Tornado, a whirlwind of supersonic speed that can be perfected as an attack, and a defense to trip up his enemies.

Princess Celestia flies in with her bodyguards to check on our heroes.

"I came here as soon as I got the message! Is everyone alright?" Celestia asked.

"We're okay Princess Celestia!" Applejack replies.

"What happened here?" Celestia looks around in complete shock. "Who did this?" She turns her attention to her students.

"Dr. Eggman, your highness!" Shadow answers as he bows his head with respect.

"But it wasn't just him!..." Pinkie Pie announced. "...There was also this big scary dragon, that was like this, and this..." She was reenacting everything the dragon was doing, adding her own sound effects too. "C'mon we'll show you!"

When they approach the dragon, the Dark Energy starts to wear off. His colors and personality return to normal as he slowly opens his eyes.

Fluttershy kindly asks him a question. "Oh my, are you okay?"

But Rainbow Dash was a little more assertive. "Alright fire breath, now talk! Why did you attack us like that, I thought we had an agreement?"

The dragon took quite a beating, so it was hard for him to remember. He finally speaks up after rubbing his head from the pain.

"I...can't seem to remember what happened! All I know is that I was taking a nap inside my old cave, minding my own business. A strange sound woke me up, so I went to investigate. All of a sudden, a giant battleship just blasts me with this unknown energy, I was unable to stop it! And for some reason, I couldn't help but obey his commands."

Sonic took a minute to think. What could Eggman possibly possess that can control an entire dragon? He lost his train of thought when Applejack speaks up.

"Well what in tarnation were you doing back here in Equestria? You could of hurt someone!"

The dragon apologizes. "I'm...I'm sorry ponies. I just really missed my old cave!" Fluttershy tries to comfort him.

"It's alright, we know you didn't do it on purpose. But you must leave Equestria and return to your new home." She was so sweet to him after all this.

"She's right." Celestia adds. "It's the only way to guarantee your safety."

"Thank you for understanding!" The dragon responds. He spreads his wings and flies away, waving goodbye to everyone.

Before heading back to Ponyville, Princess Celestia uses her magic to restore the Everfree Forest back to it's original form. Twilight, Rarity, and her unicorn guards help out. When it was fully restored, the forest animals were finally able to return home safely. Princess Celestia immediately calls out for a group meeting at her castle, to discuss what needs to be done about Dr. Eggman. Sonic stops for a second to look at the sky. He knew Eggman was still out there, plotting his next attack. What can he do to prevent it from happening?

"Sonic, are you coming?" Pinkie Pie asked.

He immediately turns around and catches up to them.

**(End of scene)**

**To Be Continued... **


	5. A Fallen Friend Part 1

Hey guys. In order to thank you for your comments and for liking my story, I made some artwork for you to enjoy. You can check it out on google and look for a name called Nightfire3024. Anyway, I have to split this chapter into two sections again. Sorry it took so long but here it is, the next exciting chapter, will Dr. Eggman finally succeed? Let's find out.

After Eggman's attack in the Everfree Forest, we join our heroes back in Canterlot as Princess Celestia invited them all to her palace for a group meeting. Sonic and his friends never took the time to admire how fascinating it was, since they were only there to stop Dr. Eggman.

"Woah...Nice place!" Sonic looks around.

Amy was admiring it as well. "Isn't it beautiful? I've always dreamed of living in a place like this, just like a real princess! Wouldn't you agree Sonic?" She smiles at him, dreaming that one day they can live together.

Princess Celestia was sitting on her throne, drinking a cup of tea with her magic. Her guards were standing next to her, while the royal servants were busy repairing the damage that Eggman caused the other night. Everyone waits for her response.

"So from what you've told me, Dr. Eggman has found a way to control a fully grown dragon in Equestria?"

Sonic approaches her calmly, and begins to speak. "Believe me Princess, we're just as surprised as you are. We think it has something to do with negative energy!"

"Negative energy?" Rarity asks.

"Yeah!" Tails answers. "Just like in this world, there's positive and negative energy found in the Chaos Emeralds. It represents good and evil."

"You sure know a lot about them Tails!" Twilight said.

"Well what can I say, that's why he's **my** number 1 assistant!" Sonic gives Tails a nuggie.

Tails laughs. "Hey, cut it out Sonic!"

Knuckles interrupts. "But this doesn't make any sense, how in the world could Dr. Eggman get his hands on negative Chaos energy? And even if he did, there's no way he could figure out how to use it to it's advantage! The true power of the Chaos Emeralds can only be activated by someone with a good heart, something that Eggman doesn't have. But what concerns me more is that even after being exposed to negative energy, why would the dragon just obey Eggman's orders? It's strange that he didn't just destroy Eggman after turning against him, and rampage through Ponyville instead. The same thing happened with Perfect Chaos!"

Rainbow Dash laughs. "Ha-Ha, I'd love to see that!" Everyone looks at her. "I meant the part where Egghead gets destroyed, not the part where the dragon attacks Ponyville!"

Fluttershy continues the conversation when she turns to Knuckles. "But maybe it's not pure negative energy."

"Or it could be something else." Twilight added.

"We won't know until we find out!" Shadow implied.

"He's right!" Amy announced. "We have to get to the bottom of this!"

"Then it's with the best intentions that you go out and look for him, before he causes more harm to our village! But something troubles me..." The Goddess was actually worried. "...Sonic, if you told us that Eggman came here for the Chaos Emeralds, then why does he want The Elements of Harmony as well? It's not like they could serve a purpose to him."

Sonic puts his index finger and thumb to his mouth, trying to think. "Hmm...Wait a minute! Twilight, didn't you say that The Elements of Harmony contains the most powerful magic in Equestria, and that it keeps this world at peace?"

"Yeah?" Twilight responded.

"That's it!" Sonic snaps his fingers. "Eggman's trying to get rid of your defenses so he can take over Equestria a lot easier!"

"In other words, he's a coward! I say we find him and give him the boot!" Rainbow Dash shouted.

Sonic crosses his arms. "It's not gonna be that easy Dashie, with Eggman it never is!"

"Well it's a good thing we know that Eggman has the other Chaos Emeralds, I'll do whatever I can to sense their power." Knuckles said.

"Oh how lovely, you can sense gems too?" Rarity asked. "I thought I was the only one who could!"

"Nice, we have something in common." He gives her a thumbs up. "But I can only sense the Chaos Emeralds!"

"And don't worry Sonic, I'll see what I can do to fix The Emerald Tracker. If it works, It'll lead us directly to the Egg Carrier by detecting the nearest Chaos energy!" Tails said.

"You actually made that thing? That's so cool!" Spike was impressed.

Shadow rolls his eyes. "Oh please, that piece of junk couldn't find a diamond in a jewelry store!"

"Oh yeah, just wait and see Shadow!" He responds.

"It sounds like this just turned into a game of hide and seek!" Spike said.

"Yay, I love hide and seek!" Pinkie Pie announced.

"Well we can't just stand here and do nothing!" Rarity said.

"Rarity's right, we have to find him!" Knuckles slams his fist on his right hand.

"Then the best of luck to all of you! Twilight Sparkle?..." Celestia looks at her. "...I'm placing you in charge of this investigation. If you see anything suspicious, please, let me know as soon as possible."

"Yes Princess Celestia!" Twilight responds. Everyone bows before leaving the palace to start their mission, except for Shadow. He figured bowing to her once is good enough.

When they walk out the door, Applejack gets an idea. "I'd reckon if we split up, we can cover a larger area!"

"Good idea Applejack!" Twilight said.

Rainbow Dash whispers in her ear. "Um Twilight, is it cool if I go with Sonic?"

Twilight responds. "Gee Rainbow Dash, you sure like spending time with him."

Rainbow Dash rubs the back of her mane with her hoof. "I know, but...I've never met anyone like him before. He's just like me! He's cool, confident, adventurous, laid back, and never afraid of a challenge. He even told me that he hates the water, just like I do. I don't know why, but he reminds me of Daring Do. But I have to admit, he can be a show off sometimes!"

Twilight laughs after joking around. "You mean, just like you!"

"Hey!" Rainbow Dash gently shoves Twilight with her hoof.

As they prepare to search for Dr. Eggman, Twilight gets their attention. "Alright listen up, Princess Celestia is counting on us! Sonic and Rainbow Dash, you two head for Cloudsdale, see if you can spot anything from up there. We'll meet back at my house when we're done searching!"

"Race you there Sonic! Think you can keep up?" Rainbow Dash smiled as she took off.

"No sweat!" Sonic runs after her.

Twilight continues. "Fluttershy, see if you and Tails can find anything in the Ghastly Gorge. But watch out for the Quarray eels!" They both blush when they see each other, and smile as they look away.

"Applejack, you and Knuckles should head back to Sweet Apple Acres. Just in case anything unusual is happening!"

"Sure thing!" Applejack replied. "C'mon Knuckles!" When she gallops, Knuckles was able to catch up to her by running at his own pace.

"Shadow, you and Rarity..." Shadow rudely interrupts. "Can it Twilight! I don't take orders from you!" He turns his back on them and runs away with a serious expression on his face, he plans to search for Eggman on his own. Twilight didn't know how to react to his attitude. "Is he always like this?" She asked.

Tails tries to make a joke, but it really didn't help. "Oh that's nothing, you should see him when he misses breakfast!"

"I don't know if going with him would be such a good idea Twilight. He seems rather...vicious!" Rarity was somewhat afraid of Shadow.

"Don't worry girls, he's really not that bad once you get to know him." Tails added.

"I'll go with him!" Pinkie Pie shouted with excitement.

Rarity quickly responds. "Be my guest!"

When Pinkie Pie hops after him, Twilight shouts from a distance. "Be careful Pinkie! Ask Shadow if he wouldn't mind searching the Whitetail Woods with you!"

"Okie Dokie!" She responds.

"I'll go with you Ms. Rarity." Cream suggested.

"Thank you Cream, your such a sweetheart!" Rarity said. She then turns to Twilight and says "May I suggest looking for him back in Ponyville?"

Twilight responds. "Okay Rarity, just ask every pony if they've seen anything!"

"We'll do our best!" Cream announced. "Let's go Cheese!"

"Chao! Chao!" He responds. They follow Rarity as she gallops towards Ponyville. Cream starts flapping her ears to fly, while Tails and Fluttershy head straight for the Ghastly Gorge together.

"I guess that leaves the three of us." Spike said.

"Where should we go?" Amy asked.

Twilight answers. "Follow me, we'll search in Manehattan and Appleloosa! Dr. Eggman has to be around here somewhere!"

Amy was curious, they were both places that she hasn't seen yet. She was excited, but didn't forget their mission.

**(End of scene)**

Back at the Egg Carrier, Dr. Eggman returns and was more furious than ever. Being defeated by a bunch of puny ponies made him feel so humiliated. Decoe and Bocoe were busy using the super computer to search for any information that they could find on Twilight and her friends. When Eggman arrives, Decoe still hasn't learned to keep his big mouth shut.

"I take it things didn't go so well with Sonic, huh Dr. Eggman?" Decoe said.

"Save it Decoe, I'll take care of you later! You two numbskulls have better found something good!" Eggman shouts.

"We did sir..." Bocoe responds as he looks at the monitor. "...According to what we found out about these ponies, the purple unicorn's name is Twilight Sparkle."

"Purple? I thought she was violet?" Decoe asked.

"Whatever!" Bocoe continued. "Anyway, she was chosen by Princess Celestia to become her apprentice, and spends most of her time studying everything there is to know about magic. In fact, she possesses a huge supply of magical power, which allows her to perform many useful techniques. She also represents the Element of Magic."

"I know, I've seen it myself!" Eggman snarled. "Who's next?"

Decoe replies. "Rainbow Dash is the blue Pegasus pony that you were talking about earlier. And you were right sir, she's just like Sonic in every way! Not only does she match his speed, but his attitude as well. She dreams about joining a group called The Wonderbolts, and represents the Element of Loyalty." Every time Eggman looks at her, it reminds him of someone he hates. Decoe continues. "Pinkie Pie is the pink earth pony that's always so jolly and cheerful. You know, the one that gave you the creeps? She's known as the party planner of Ponyville, and really enjoys to smile and sing. Ugh...I can see why you don't like her! She's also known as a comic relief to the other ponies, since she loves telling jokes, and represents the Element of Laughter."

"What about the orange one with the cowgirl hat?" Dr. Eggman asked.

"Her names Applejack!" Bocoe responded. "She represents the Element of Honesty, and spends most of her time working on a farm called Sweet Apple Acres. She's highly skilled with a lasso, and is one of the strongest ponies in all Equestria. Rarity is the white unicorn pony that represents the Element of Generosity. I believe she's the one that you were the most concerned about Dr."

"Nothing would satisfy me more than to see her beg for mercy while I strangle her! NO ONE INSULTS ME!" Eggman shouts.

"But what about Sonic? Doesn't he insult you all the time?" Decoe asked.

Dr. Eggman grabs the wrench, threatening to hit him as he growls.

Decoe flinches and covers his head, but Bocoe interferes by laughing at the screen. "Get a load of this Dr. Eggman! Rarity is a pony that loves makeovers, and fashion. She actually believes that her life is glamorous!"

When all three of them laugh, Bocoe looks at the monitor again. "That's interesting!...It says here that Rarity also possesses a great deal of magical power. It's not as effective as Twilight Sparkle's, but according to our resources, her magic contains a telekinetic ability that she can use as an attack. She can also use a magic spell to find hidden gems and other fancy objects throughout Equestria."

"So, she can sense gems just like Knuckles." Eggman ponders. "Hmmm...She might be of use to us after all! But what about the yellow one?"

"Oh you mean Fluttershy?" Decoe answers. "You don't have to worry about her! According to this, it's impossible for her to be considered as a threat. Even though she represents the Element of Kindness, she's afraid of her own shadow! She spends most of her time tending to the animals, and is well known for being too shy and polite to the other ponies."

Eggman chuckles. "Heh-Heh-Heh-Heh-Heh!...I knew she was too weak and pathetic to defend herself! Getting rid of her will be way too easy! You know boys, I'm impressed. For once you actually managed to do something right!" Decoe continues to please Eggman with more information. "But listen to this Dr., besides the Elements of Harmony, their greatest power of all is their love and friendship for each other!...See?" Eggman turns his attention to the screen and sees a picture of Twilight and her friends all together.

"Aww look how happy they are, it makes me sick!" Eggman snarls.

"Really?..." Decoe panics and turns to Bocoe. "...Quick, get some alka-seltzer for Dr. Eggman!"

"I'm not really sick you idiot!" Eggman shouts. When he looks at the screen again, he notices their Cutie Marks for the first time. He pauses for a second wondering what they are. "What are those weird symbols anyway?"

Bocoe answers. "They're called Cutie Marks sir. They symbolize each ponies distinct personality or talent in Equestria!"

Dr. Eggman responds. "Cutie Marks? What is this a world created by preschoolers? That's the most childish thing I've ever heard! But no matter, what else have you found out?"

He listens while Decoe and Bocoe reveal more information about the girls. Thanks to the super computer, Dr. Eggman now knows everything about them, including where they live, what they like to do, and all their strengths and weaknesses.

Out of curiosity Bocoe asks him a question. "By the way sir, what do you plan to do with this information anyway?"

Eggman grins. "You'll find out soon enough, just think of it as a little surprise for Twilight and her pathetic friends! But we need a solution to find out what they're doing right now. Decoe, bring me the Egg Wasps, and you better not drop them!"

"Yes Dr. Eggman!" Decoe leaves the cockpit and rushes downstairs to Eggman's weapon supply room. He returns holding a glass jar filled with mechanical wasps, complete with titanium armor, metal stingers, and green eyes. They can fool anyone, even the biggest animal lovers like Fluttershy. What's unique about these wasps is that each one contains a microscopic camera that Eggman can use to spy on whatever he wants. Now with an advanced camera system, he can see anything that happens in Equestria.

"Perfect." Eggman smiles and grabs the jar from Decoe. "Now we can finally see what those fools are up to!" He opens the window from the cockpit and unleashes them all throughout Equestria. Eggman turns around and walks back to the control panel. "Alright, no more games. It's time to send out the big one!...Move!" The two robots move out of the way as he presses three buttons on the controls. The blueprints for his newest robot are revealed on screen. We're unable to see it yet but from the look on their faces it's something big, really big.

"The Egg Titan? Very nice Dr." Bocoe said. "But how are you gonna make this thing fit in the Egg Carrier?"

Eggman replies. "You let me worry about that! It'll take me a while to build, but the Egg Wasps will warn us if our position is exposed." He puts on metal gloves and carefully grabs one of the Dark Chaos Emeralds. He grins while holding it in his finger tips. "Heh-Heh-Heh-Heh, if those maggots want the Chaos Emeralds back, then I say we let them have it! But what they don't know is that there's a little present waiting for them inside! Hm-Hm-Hm-Hm-Hm-Ha-Ha-Ha-Ha-Ha!" Eggman laughs evilly.

**(End of scene)**

Meanwhile...Back in Equestria, we rejoin our heroes as they begin their search for the Egg Carrier.

**Music starts: (Sonic Colors- Planet Wisp Act 1)**

In Sweet Apple Acres, Applejack and Knuckles looked everywhere, but so far, no sign of Dr. Eggman or his Egg Carrier. Knuckles even climbed on top of the barn to get a better view. He jumps off and glides in the air, passing over a corn field as he looks around. Applejack was busy talking to Applebloom and Big Macintosh, they agree to help them with their search. Knuckles returns by reemerging from the ground, after gliding in the air he used the shovel claws to dig underground, being very careful not to damage the crops that they just planted. Applejack offers him a snack to regain his energy. She kicks an apple tree to get them down, and tosses one to him. "Thanks Applejack." He responds. He wipes it on his fur and starts eating it, but tells them that he didn't find anything either, not even underground.

At the Ghastly Gorge, Tails and Fluttershy were flying overhead. Tails was using The Emerald Tracker to try and pick up something. "By the way Fluttershy, what is a Quarray eel anyway?" He asks. Immediately after, the eels pop their heads out of the wall and scare Tails. "DAAAAAAHH!" He holds on to Fluttershy.

She responds in a sweet voice "It's alright Tails, this way." She was so cute. Tails follows her as she safely guides him through the Ghastly Gorge. The Emerald Tracker couldn't detect anything, so Fluttershy decides to approach the birds for help. She calls out to them by singing, but was kind of breaking the 4th wall because it sounded like she was singing the My Little Pony theme. His heart just melts when he hears her voice. He's never heard such beautiful singing in his life. He almost drops the Emerald Tracker, thinking to himself "Wow!...She has the voice of an angel." She kindly asks the birds if they could fly around and look for Eggman as well.

"You sure love animals don't you Fluttershy?" Tails asked.

She giggles and sticks her hoof out in front of him. "Shall we continue?" After hearing her sing, Tails didn't know how to respond. He smiles and grabs her hoof as she leads the way.

In the Whitetail Woods, Shadow was skating down the path with Pinkie Pie galloping right behind him. They searched everywhere, but couldn't find anything.

"I know, let's play I Spy!" Pinkie Pie said.

"No!" Shadow was getting annoyed.

"Great!" She smiles. Even after his response Pinkie Pie started playing. "I spy with my little eye..." Shadow comes to a halt and turns around. "Listen Pinkie, we don't have time for party games! If your not gonna help then just go wait over there!" Even after raising his voice Pinkie Pie was still excited.

"Okay!" She responds and hops over to wherever he was pointing. When she finds a tin can on the floor she actually looks inside thinking that Dr. Eggman's hiding in there. "Hello, anyone in here?" Really Pinkie Pie? You actually think Eggman could fit inside that tiny little can?

"Ugh, why did Eggman pick this place?" Shadow walks away all grouchy and continues his search.

When Twilight, Amy, and Spike reached Manehattan, Spike was too tired to continue walking, Twilight allows him to ride on her back while Amy manages to stay one step behind them. She pulls out her hammer in case they run into any trouble along the way. When Amy first saw Manehattan she couldn't help but feel like she was back in her own world. The city was so massive and awe-inspiring that it reminded her of Station Square, except for the fact that all the residents are ponies. They began their search but didn't know where to start, Eggman could be hiding anywhere in this city. They asked the other ponies if they've seen anything, but what they don't realize is that the Egg Carrier didn't travel that far. Since Appleloosa was a far away Wild West town in Equestria, they had to take a train to get there. Once they arrived, they were greeted by Applejack's cousin Braeburn.

"And who may I ask is this charmin' young lady?" Braeburn asks. Amy blushes for a second after shaking his hoof, but remembers that her heart belongs to Sonic. At least that what she thinks.

Twilight giggles. "Braeburn, this is our new friend Amy. Her friends saved us when Canterlot was under attack!"

"Is Applejack okay?" Braeburn was worried about her.

"Yeah, thanks to Amy and her friends we all are!" Twilight answers.

"What in tarnation happened?" He asked.

They tell him everything and warn him of the situation. He decides to help them out by offering them a ride on a horse-drawn carriage to continue their search. Amy explains what they're looking for.

Back in Ponyville, Cream and Cheese were flying over the cottages, but Rarity wasn't much help. Instead she was admiring a diamond necklace that another pony was wearing, she even asked where she got it from. Cream responds in a sweet voice. "Um Ms. Rarity, can you help us out here please?"

"Oh right, sorry darling!" Rarity said. She focuses on their mission and starts asking the other ponies if they've seen Dr. Eggman. She even uses some of her charm to get information from the boys. But the smoke caused by the fire in the Everfree Forest obstructed their view, so they were unable to see which direction Dr. Eggman took off to. Without any luck they continue to search for him. Rarity then promises to not let anything distract her from now on.

Rainbow Dash and Sonic both reached Cloudsdale at the exact same time. This wasn't the big race that they were planning, just a little friendly competition. But they were both satisfied that they finally found someone who can match their speed. Dashie tries to convince Sonic that she won by just a few centimeters, but Sonic chuckles because he knew the race was a tie. However, they had no choice but to settle this later, right now they're on a mission. After giving him a ride to the top of Cloudsdale, Sonic runs across the clouds with Rainbow Dash flying above him. They can see Ponyville, Canterlot, and the entire Everfree Forest from up there. They look around from where they are, but just like the rest of the gang, they couldn't see anything either.

At that point they were spotted by three of Eggman's Egg Wasps. As they follow them around their eyes start beeping which alerts the Egg Carrier, and a tiny satellite dish emerges from their bodies to listen in on their conversations.

**(End of scene)**

Back at the Egg Carrier, while Decoe and Bocoe were watching the radar, Dr. Eggman was busy building the Egg Titan in his observatory with a handful of Eggbots to assist him. It was the only room big enough to fit something of that size. Decoe alerts him by using the intercome. "Uh, Dr. Eggman? I hate to bother you but..." Eggman was wearing a welder's mask, he opens it up and approaches the intercome. "This better be good Decoe!" He shouts. "Sir, I think the Egg Wasps have detected something!"

"Excellent!" Eggman said. "Now, activate the surveillance system and put it on full screen!"

"Yes Dr. Eggman!" Decoe responds.

A giant monitor rises from the ground in his observatory, and shows Sonic and Rainbow Dash looking for him in Cloudsdale. He could hear their voices too as they speak up.

"Come on out Eggman! We know your out here somewhere!" Sonic shouted.

"Yeah, you can't hide forever!" Rainbow Dash screamed.

Eggman grins. "All in good time Sonic, all in good time! And don't you worry about a thing Rainbow Dash, soon your entire race will become my prisoners once I'm done with you!" He puts the mask back on and continues his work. We then get a glimpse of three Dark Chaos Emeralds in separate containers, there's no doubt that he plans to use them for the Egg Titan's power source.

**(End of scene)**

Time goes by as our heroes continue their search. They searched high and low but as you can expect, there was still no sign of Dr. Eggman. It was getting late so they called it a day. Everyone meets up at Twilight's house back in Ponyville, but they all shared the same bad news.

"Have you guys found anything yet?" Twilight asks. Everyone shakes their heads.

"Sorry Twilight, we couldn't find him anywhere! The one thing Dr. Eggman's always good at is hiding!" Knuckles answered.

Twilight was starting to worry, if they couldn't find Dr. Eggman, how much longer will it be until he finally attacks again? Sonic was thinking the same thing. "We'll have to inform Princess Celestia." Twilight said.

"Do you think she'll take the news well?" Sonic asked.

"I hope so." She responds.

"By the way Applejack, Braeburn says Hi!" Spike said.

"Who's that?" Knuckles asks.

"My cousin!" Applejack answers. "How is old Braeburn anyway?"

"He's good Applejack, but he misses you!" Twilight responds. "He wants to know when your coming to Appleloosa again."

"We can visit him tomorrow if you want A.J." Knuckles suggests.

"Thanks Knuckles." Applejack said.

Tails continues. "If the Emerald Tracker was working properly, then finding Eggman wouldn't be so hard! I'll have to work on it tonight!"

"Careful Tails, remember what happened the last time you stayed up all night trying to build something?" Sonic said.

Tails felt a little embarrassed. "It was just a minor miscalculation Sonic!"

"Minor?" Sonic laughs. "You almost blew up your workshop, and half of Station Square. And you set Shadow's tail on fire!"

"Yeah but, his fur grew back didn't it?" Tails said.

Twilight and her friends were laughing, but Shadow remains serious. "You guys are funny!" Twilight said. Shadow threatens Tails by grabbing him. "Just so you know Tails, I still owe you one for that!" Tails gulps.

"Chill out Shadow!" Sonic said.

The girls were getting hungry so they invite Sonic and his friends to the Ponyville Café. Applebloom, Sweetie Bell, and their friend Scootaloo join as well. It was her first time meeting the newcomers in person. She was really excited because her friends told her so much about them. As they walk down the path, Sonic looks around and sees the other ponies waving at them. Some of the ponies thought he was cute when he winks and points at them. He was kind of disappointed that there was no chili dog stand anywhere, but the thought of eating daisy sandwiches and hay fries just wouldn't leave a good taste in their mouths. To help them figure out what to eat, Pinkie Pie mentions that the Café is well known for their milkshakes and these really tasty treats called Cherrychangas. She just loves saying the name, and was even nice enough to pay for them. Sonic felt bad and told her she didn't have to, but after hearing his stomach growl she insisted. While they were enjoying a nice meal together, Amy was telling Sonic about Manehattan and how much it reminded her of their world. Once they finished, everyone was ready to go home for the night. Before Tails can get started on the Emerald Tracker back at the library, he remembers that he didn't bring his tools with him. Thankfully, Twilight told him that there was a hardware store in Ponyville that should have all the requirements he needs. He didn't need much though, just a screwdriver, pliers, and a soldering iron.

"Can I come with you Tails? I always wanted to learn how to build something!" Spike asked.

"Sure Spike, maybe tonight you can be my little assistant." Tails smiles.

"Awesome!" Spike said.

"Just remember to get some rest Tails, tomorrow's another day!" Sonic announced.

"You got it Sonic!" Tails responds.

Sonic laughs. "We wouldn't want the same problem to happen here!"

"Alright Sonic can we just drop it?" Tails was starting to get annoyed.

When they leave the Café, Fluttershy looks at him and smiles. "Good night Tails."

Tails smiles back. "Sleep tight Fluttershy."

Later that night in Cloudsdale, when Sonic was in Dashie's room he noticed some things that he hasn't seen before. He saw a poster of The Wonderbolts and a picture of her when she was a small filly. She also had a collection of books featuring her favorite character, Daring Do. But what really caught his eye was an electric guitar that was close to her bed. "How does she play without any fingers?" He wondered.

Sonic approaches it. "Sweet, you have a guitar?" He asked.

"Yeah, do you play?" She responds.

"I might be a little rusty, but let's see if I still got it!" He answered.

Rainbow Dash sits on her bed while Sonic demonstrates what he knows. He hasn't played in a while so he apologized if it doesn't sound as good. The last time he remembered was from the Sonic Underground series, but there were times where he formed a small band with Shadow, Amy, and Knuckles. Tails was in charge of all the special effects on stage. She didn't think he was bad at all, in fact, she really liked it.

"That was awesome Sonic! You guys should definitely perform in Ponyville!" Rainbow Dash said.

Sonic wasn't to thrilled with the idea. "I don't know Dashie, I'll have to ask them first."

Before going to bed, she wanted to play her favorite board game with him. Think of it like Battleship but with pieces that includes clouds, weather ponies, thunderbolts, and seagulls. The game was a little confusing for Sonic to understand so it was an easy win for Dashie. He smirks while she was busy gloating, Sonic can tell that she was very competitive.

"Good job Dashie, but board games aren't really my thing!"

**(End of scene)**

Back at Twilight's house, Spike and Tails return from the hardware store. They see her writing a letter to Princess Celestia, informing her that they haven't found Dr. Eggman yet, but they'll try again tomorrow.

"Spike, can you deliver this scroll for me please?" Twilight asked.

"Sure Twilight." He magically delivers the scroll with his fire breath.

Tails was surprised. It was his first time witnessing how they deliver letters to Princess Celestia. "Neat!" He responds.

Before heading up to her room, she pulls out a book on engineering with her magic. "Here Tails, this should help." Twilight said. "Good night you two, try not to work too hard!"

They both respond as she ascends the staircase. "Thanks Twilight, Good night!"

"Remember Spike, safety first!" Tails announced.

"Check!" Spike said. They put their goggles on and begin working on the device.

After 45 minutes in of inspecting the device, Tails finally identified the problem. "Oh here's the problem!"

"What is it?" Spike asked.

"One of the wires is loose that's all. Spike, can you hand me the pliers please?" Spike makes him laugh by acting like Igor from Frankenstein. He even drags his foot when he brings the tools and says "Oh, yes master!"

Tails uses the pliers to carefully feed the wire back into the circuit board. "Need help with anything?" Spike asked.

"Yeah, can you hold this wire and make sure it doesn't go anywhere? I need to use the soldering iron." Tails said.

"The what?" Spike questioned.

Tails pulls it out and lays it on the table. He uses it to melt the wire in place, and was very cautious not to burn Spike's fingers.

"So that's what this does?" Spike said.

After tweaking some final adjustments with the screwdriver, the Emerald Tracker was finally working properly. But they had to wait till tomorrow to test it out. "Thanks for the help Spike! I can see now why your Twilight's number 1 assistant!"

"Aww shucks, it was nothing!" Spike was being timid. After spending an hour and a half working on the device, they were both finally ready for bed and quietly head up to Twilight's room.

6 hours have passed and the sun wasn't even out yet. We then cut to Sugarcube Corner, where Shadow was sleeping on Pinkie Pie's couch. He has a nightmare about that tragic day where he lost the only human being he ever cared for. When he was created by Eggman's grandfather Professor Gerald Robotnik to become The Ultimate Life Form, he was considered as a threat by the government. They dispatched a team of G.U.N. Special Forces to infiltrate the space colony ARK, where they wiped out any evidence and eliminated the ones responsible for his creation. Kind of extreme if you ask me. After placing him into an escape pod, Gerald Robotnik's granddaughter Maria was gunned down right in front of him before being sent to Earth. He can still hear her voice calling out to him. "Shadow, I beg of you! Give them a chance, to be happy!" He then screams out to her "MARIA!" and suddenly wakes up. Even after suffering from total amnesia over time, these gruesome images still haunt him to this very day. He felt responsible for her death, and transformed into the vengeful anti-hero that we all know today. He was breathing heavily and covers his eyes with his hand, hoping that it was just a dream. At that moment, Pinkie Pie was walking up to the couch to wake him up.

She was concerned about him. "Are you okay Shadow?"

He snaps back to reality and looks at her. "Yeah!...I'm fine!"

"Did you have a bad dream, wanna talk about it?" She asked.

"No, I said I'm fine!" He had a harsh tone in his voice. "What are you doing up this early anyway?"

"I want to show you something!" Pinkie Pie smiled and grabbed his hand with both hooves. Trying to pull him off the couch.

"What is it?" He wasn't looking forward to her response.

"It's a surprise!" Pinkie Pie said.

"I don't like surprises!" He snarls.

"But I know you'll like this one, C'mon!" She smiles again and hops outside her front door. Shadow walks behind her thinking to himself "This better be important!"

He walks outside and sees every pony heading towards the center of Ponyville where a big stage was set up for a special occasion. Pinkie Pie was really excited about this. She hops around and says hi to the other ponies, every single one of them. When he spots Sonic and the others up front he warps to avoid having to squeeze his way through the large crowd of ponies.

"Nice of you to join us Shadow!" Sonic said.

"What's going on here?" Shadow asked.

"Beats me!" Sonic responds. "Dashie woke me up early and told me that it's a surprise!"

Shadow looks at Sonic. "That's odd, Pinkie Pie told me the same thing!"

"Where is Pinkie Pie?" Knuckles asks.

Shadow crosses his arms and doesn't care. "I don't know, she's around here somewhere! Probably making a fool of herself!"

Since Pinkie Pie's her friend Rainbow Dash tries so hard not to laugh, but couldn't help it. "Ha-Ha! That's Pinkie Pie alright!"

"I wonder what the surprise is?" Amy couldn't wait anymore.

Tails yawns. "I hope it's a bed cause I'm still tired."

Applejack laughs. "Awww, don't fret little fella." She rubs his scalp with her hoof. "It'll all be over before you can say Hokey Pokey!" Tails was too tired to even say the word.

"Poor Tails." Fluttershy said.

"But the sun's not even out yet!" Knuckles continues.

"Not yet, but it will be soon!" Scootaloo smiles.

Sonic and his friends look at the young filly, wondering "What does she mean by that?"

Shadow wasn't happy as usual. "You mean to tell me you dragged us out here just to watch the sun rise?"

"Not quite." Twilight winks to her friends.

"Hold on guys, I'm coming!" Pinkie Pie manages to squeeze her way through the other ponies. "Excuse me...Pardon me!"

Everyone turns to the center. Celestia's guards walk in and blow their horns on stage as she appears. Sonic crosses his arms while the others watch with curiosity, unsure of what to expect. Her horn glows as she flies off the ground. What a miraculous sight, she uses her magic to raise the sun over Equestria. Tails rubs his eyes to make sure he's not seeing things.

"No way!" Sonic enjoyed what he was seeing. They applaud while every pony cheers with joy.

"See Shadow I told you, isn't it great?" Pinkie Pie hugs him. He looks at her like "What the heck are you doing?" Her mane smelled like cotton candy, but he couldn't care less.

Sonic warns her. "Uh Pinkie Pie, I wouldn't do that if I were you! Shadow's not really the friendly type!"

Shadow looks at her and decided to let this one slide. "Alright Pinkie that's enough!...Now let go!"

"Okay!" She lets him go with a smile on her face.

"So what do you think guys?" Twilight asks.

"Wasn't it just absolutely fabulous?" Rarity adds.

"I must admit girls, that was very impressive!" Knuckles responds. "She raises the sun like this every morning?"

Twilight nods her head. Cream wishes that the sun would rise like this back in their world.

"So romantic, isn't it Sonic?" Amy looks at him, hoping that he feels the same way.

"It's just a sun rise Amy! It happens all the time!" He answers.

"But not like this!" Amy said.

"Well, you got me there." He replies.

When Princess Celestia lands back on stage, Twilight knew it was the perfect time to check if she received her letter. While the others follow her, Sonic accidently bumps into a really mean griffon named Gilda. Oh god, anybody but her!

"Hey!" She shouts.

"Sorry I didn't see you!" Sonic was being polite. But of course, Gilda was as rude as she can be.

"Out of my way rat!" She yells. Sonic didn't like her tone, not one bit.

"I'm not a rat, I'm a hedgehog!" He shouts.

Shadow joins in. "You got a problem with hedgehogs?"

Shadow and Knuckles back him up, while Rainbow Dash approaches her. "Leave them alone Gilda, they're not from here!"

"Yeah I can see that!" She mutters. "Look how weird they are!"

"Weird?" Knuckles raises his voice. "Look who's talking! At least they know what we are! What the heck are you supposed to be?"

"I'm a griffon you dweeb!" Gilda responds. "You're still hanging out with these losers Rainbow Dash? I thought you were cooler than this!"

"Who are you calling a loser!" Shadow grits his teeth and charges the energy in his right hand, he was about to attack her with the Chaos Spear. Gilda should consider herself lucky that Sonic was holding him back. She was starting to piss him off.

"Yeah, why don't you just back off!" Knuckles shouts.

"Whatever...Freaks!" Gilda walks away, completely ignoring what they just said. Fluttershy was hiding behind Sonic and Shadow so Gilda wouldn't see her. She was still afraid of her from the last time they met. I don't care how tough you think you are, when you see someone as kind and loving as Fluttershy cry from being bullied, your heart will die out from the inside. If I was Sonic I would punch that griffon so hard right now because she deserves it. Anyone who makes Fluttershy cry doesn't deserve forgiveness, or mercy. Too bad Shadow couldn't finish her off, I would have loved to see that. When she flies away Amy shouts at her. "That's right, get out of here! Maybe next time you'll learn to treat my Sonic with respect!" She even pulled out her hammer, just in case. Sonic wasn't in the mood as he thought to himself "Give it a rest Amy!"

"Geez...What's her problem?" Sonic asked. "Looks like someone fell out of bed this morning!"

"Why that griffon's angrier than a herd of stampeding buffalo!" Applejack said.

"Well, I hope that's the last time we ever see her again!" Rarity was upset.

"She's almost as bad as you are Shadow!" Sonic mentioned.

Shadow crosses his arms. "Hm, don't push me Sonic!"

Sonic turns to Twilight. "See what I mean?"

"Don't let her get to you guys, she's not worth it!" Twilight encourages them.

"Yeah, she's just a big mean meany pants!" Pinkie Pie announced.

Rainbow Dash apologizes. "I'm sorry guys, I should have told you about Gilda."

"It's alright Dashie, it's not your fault!" Sonic looked angry, but he couldn't blame her for Gilda's attitude.

"For a second there I thought things were gonna get ugly!" Amy said.

"They did when she walked in!" Knuckles responds. "Who was that?"

"Just someone I use to know from the Junior Speedsters flight team. We were old friends until Pinkie Pie showed me just how rude she was to the other ponies, and to my friends. I didn't like her attitude so I called it off." Now Sonic and his friends can see why, she made the right choice to not be friends with her anymore. Twilight and the other mares were much nicer and caring than Gilda will ever be. Rainbow Dash describes her as a half eagle, and half lion, but they only heard about these creatures in fairy tales. They've never seen one up close before, but after meeting Gilda, they're not sure if they ever want to again.

Shadow continues. "That griffon is very irritating, should I take her out?"

"No Shadow!" Sonic shouts. "Remember, we're not here to cause trouble. We're here to help them, not hurt them! Save your anger for Dr. Eggman!" Even after all this trouble Sonic still had a sense of humor. "Besides, if you want to take her out, why don't you just get her flowers or something. After all she's perfect for you!" Everyone snickers but Shadow remains quiet. He didn't think that was funny at all. Pinkie Pie was starting to worry about Shadow because it seems like he can't take a joke. Trying to get him to smile is gonna be tougher than she thought.

Just when they thought they couldn't meet anymore more obnoxious, a brown male Pegasus pony named Dumb-Bell walks up to them with his two friends Hoops and Score. This pony was a real jerk, he spends most of his time insulting and criticizing the other ponies, and even bullied Rainbow Dash and Fluttershy when they were small fillies.

"Hey look, it's Rainbow Crash and Klutzershy!" Dumb-Bell said.

Rainbow Dash tries to stand up for herself. "Knock it off Dumb-Bell, we have guests!"

"Oh that's right, I heard you were suppose to race this porcupine, or whatever he is! Well, don't fly home and cry to your mommy when you lose!" Dumb-Bell laughs. Rainbow Dash felt embarrassed as he continues. "Still think you have the skill to beat him with a Sonic Rainboom? Which we all know doesn't exist! When are you gonna stop living in this little fantasy world of yours?"

Fluttershy tries to be more assertive but still had a sweet voice. "Now wait just a minute Dumb-Bell, Rainbow Dash does have the skill because she's already performed the Sonic Rainboom three times. It's not fair to judge her for something you haven't seen."

Sonic joins in. "Yeah, we've all witnessed it ourselves!" Dumb-Bell and his friends don't believe them and continue laughing.

"Yeah right!" Hoops said.

Dumb-Bell couldn't take Fluttershy seriously. "And I suppose you're gonna fight her battles too huh Klutzershy? It doesn't matter what you think, deep down you know that every pony's laughing at you! You're nothing but a sad and pathetic excuse for a Pegasus pony that no one gives a flying feather about!"

They constantly tease her by repeating "Fluttershy can hardly fly!"

"Stop it Dumb-Bell!" Poor Fluttershy, his insults were really starting to hurt her. She had tears in her eyes.

"Hey now, that's not nice!" Pinkie Pie shouts.

"Cut it out guys, you know how sensitive she is!" Twilight adds.

They look at Fluttershy and continue to make fun of her. "Awww does the little crybaby want her bottle?" Dumb-Bell said. When they laugh at her again, Shadow looks at Fluttershy and sees her crying in the background. He's had enough of this, he shuts them up by grabbing Dumb-Bell's neck, and slams him against a wall. Shadow lifts him off the ground with one hand and threatens him. "Now you listen and you listen good! I'll be watching you very closely! If I catch you creeps bothering them again, I swear I'll be the last thing you dirtbags will ever see!" He then clinches his hand into a fist and pulls him closer to eye level as he shouts out "Got it!"

Dumb-Bell was terrified. "Alright, alright, I'm sorry!"

Sonic smirks and tries to keep Shadow under control at the same time. Almost as if this was the perfect way to teach Dumb-Bell a lesson. "Hey Dumb-Bell, I see you met our friend Shadow! But there's something I forgot to tell you, he has a really...bad...temper!"

"No, please don't hurt me! I-I-I-I was just kidding!" Dumb-Bell screamed.

"Then tell that to them! You have five seconds!" Shadow raises his fist and was about to punch him.

When they apologize to Rainbow Dash and Fluttershy, Sonic knew that they learned their lesson. Not so tough now are you Dumb-Bell?

"Easy Shadow, that's enough! Let him go!" Sonic said.

Shadow throws him across the floor in between Hoops and Score. "Now beat it!" Shadow snarled.

"L-L-L-L-Let's get out of here!" Dumb-Bell panics as him and his friends run away in fear.

"Hm, just as I thought, they're all talk!" Shadow responds.

Tails was trying to cheer Fluttershy up. "Don't cry Fluttershy, they won't be bothering you anymore!" When she sniffles and looks up to Tails, Shadow regroups with them.

"Nice job Shadow!" Sonic was proud of him.

"Yeah, you really showed them!" Sweetie Bell hops with excitement. After witnessing how he threatened Dumb-Bell, the girls didn't know if they should thank Shadow, or fear him. But now they realize that he did this for a good reason, to help his friends. Even Rarity was grateful, she can now see that there is some good in him.

Rarity thanks him. "Thank you very much for helping her out Shadow, and might I say your attitude is so, how can I put this? Um...Feisty! It certainly does come in handy for situations like this!"

"Whatever!" Shadow crosses his arms again.

Fluttershy gently walks up to him, she still had tears in her eyes but was starting to feel much better. "Um...Thank you...Shadow."

Shadow looks at her and decides to give her some helpful advice. "Fluttershy, you have to learn to be more aggressive. Nothing good ever comes from being too nice!"

"He's right Ms. Fluttershy, you don't deserve to be treated like that." Cream advised.

"Chao! Chao!" Cheese responds.

"Oh, I know. But you see, I've already tried that once, and it didn't turn out so well." Fluttershy was referring to an episode called "Putting Your Hoof Down," where she learned to be more assertive by taking a course taught by a Minotaur named Iron Will. But her assertiveness got out of control and ended up hurting her friends feelings as well.

Tails continues to cheer her up. "But don't feel bad Fluttershy, I'm sure if other ponies were as kind and sweet as you are, then there wouldn't be any problems! You're perfect just the way you are!"

When she smiles, Pinkie Pie responds. "Now there's the smile we've been looking for!"

"There you go Fluttershy, now let's dry those tears!" Applejack said.

Fluttershy was still concerned about something. "But how will I know when to be assertive?"

Twilight answers. "Just listen to your heart Fluttershy, it'll tell you when something doesn't feel right."

Thanks to her good friends, Fluttershy was finally happy again. Twilight leads the way as they continue to walk towards Princess Celestia. They have to figure out what she wants them to do about the situation concerning Dr. Eggman.

**(End of scene)**

Can our heroes find Dr. Eggman before he unleashes the Egg Titan to destroy Ponyville? Stay tuned for Part 2.

**To Be Continued... **


End file.
